Common use of Conditions Precedent to Each Incremental Credit Extension Date Clause in Contracts

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule I), effective as of such Incremental Credit Extension Date and executed by the Borrowers and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of each Loan Party approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for each Loan Party, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein. (b) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (c) The conditions precedent set forth in Section 4.2(b) shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule I), effective as of such Incremental Credit Extension Date and executed by the Borrowers Borrower and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of each Loan Party approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for each Loan Party, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein. (b) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (c) The conditions precedent set forth in Section 4.2(b) shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until prior to the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b2.18 (Incremental Facility)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II (Revolving Credit Commitments)), effective as of such Incremental Credit Extension Date and executed by the Borrowers Borrower and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of the Borrower and each Loan Party Guarantor approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Borrower and each Loan PartyGuarantor, addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuers and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and; (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein; and (vi) a certificate from a Responsible Officer of the Borrower certifying that to the extent the Revolving Credit Commitments were fully funded (after giving effect to such Revolving Credit Commitment Increase), the aggregate outstanding amount of Indebtedness under the Loan Documents would not violate any applicable debt limitations in the Indentures or any other Indebtedness of the Borrower or its Restricted Subsidiaries for borrowed money having a principal or committed amount of $50,000,000 or more. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (b) a certificate from a Responsible Officer of the Borrower, certifying that on the Incremental Credit Extension Date and immediately after giving effect to the Revolving Credit Commitment Increase the Borrower shall be in compliance with the financial covenant contained in Article V (Financial Covenant), in each case determined on a Pro Forma Basis after giving effect to such Revolving Credit Commitment Increase (and assuming the borrowing of the entire commitments under such Revolving Credit Commitment Increase), as of (i) the Incremental Credit Extension Date and (ii) the last day of the most recently ended fiscal quarter of the Borrower for which Financial Statements have been delivered to the Administrative Agent pursuant to Sections 5.1(a) or (b), as applicable, in each case in form and substance and with supporting documentation reasonably satisfactory to the Administrative Agent. (bc) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (cd) The conditions precedent set forth in Section 4.2(b) 3.2 shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) . Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b2.18 (Incremental Facility).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until the satisfaction of all of the following conditions precedent: (a) a. The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) i. written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (ii) . an amendment to this Agreement (including to Schedule I), effective as of such Incremental Credit Extension Date and executed by the Borrowers and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) . certified copies of resolutions of the Board of Directors of each Loan Party approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) . a favorable opinion of counsel for each Loan Party, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) v. such other documents as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein. (b) b. There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (c) c. The conditions precedent set forth in Section 4.2(b) shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) . EXHIBIT 10.1 ANNEX A d. Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee;; Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 ----- (ii) an amendment to this Agreement (including to Schedule I), effective as of such Incremental Credit Extension Date and executed by the Borrowers and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of each Loan Party approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for each Loan Party, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein. (b) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (c) The conditions precedent set forth in Section 4.2(b) shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until prior to the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b2.18 (Incremental Facility)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee;; AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (ii) an amendment to this Agreement (including to Schedule II (Revolving Credit Commitments)), effective as of such Incremental Credit Extension Date and executed by the Borrowers Borrower and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of the Borrower and each Loan Party Guarantor approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Borrower and each Loan PartyGuarantor, addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuers and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein. (b) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying that on the Incremental Credit Extension Date and immediately after giving effect to the Revolving Credit Commitment Increase the Borrower shall be in compliance with the financial covenants contained in Article V (Financial Covenants), in each case determined on a pro forma basis after giving effect to such Revolving Credit Commitment Increase (and assuming the borrowing of the entire commitments under such Revolving Credit Commitment Increase), as of (i) the Incremental Credit Extension Date and (ii) the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent pursuant to Sections 5.1(a) or (b), as applicable, in each case in form and substance and with supporting documentation reasonably satisfactory to the Administrative Agent. (c) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (cd) The conditions precedent set forth in Section 4.2(b) 3.2 shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) . AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b2.18 (Incremental Facility).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until prior to the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b2.18 (Incremental Facility)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee;; AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION (ii) an amendment to this Agreement (including to Schedule II (Revolving Credit Commitments)), effective as of such Incremental Credit Extension Date and executed by the Borrowers Borrower and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of the Borrower and each Loan Party Guarantor approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Borrower and each Loan PartyGuarantor, addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuers and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein. (b) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying that on the Incremental Credit Extension Date and immediately after giving effect to the Revolving Credit Commitment Increase the Borrower shall be in compliance with the financial covenants contained in Article V (Financial Covenants), in each case determined on a pro forma basis after giving effect to such Revolving Credit Commitment Increase (and assuming the borrowing of the entire commitments under such Revolving Credit Commitment Increase), as of (i) the Incremental Credit Extension Date and (ii) the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent pursuant to Sections 5.1(a) or (b), as applicable, in each case in form and substance and with supporting documentation reasonably satisfactory to the Administrative Agent. (c) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (cd) The conditions precedent set forth in Section 4.2(b) 3.2 shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) . AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b2.18 (Incremental Facility).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until prior to the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b2.18 (Incremental Facility)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II (Revolving Credit Commitments)), effective as of such Incremental Credit Extension Date and executed by the Borrowers Borrower and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of the Borrower and each Loan Party Guarantor approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith;; AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (iv) a favorable opinion of counsel for the Borrower and each Loan PartyGuarantor, addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuers and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and; (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein; and (vi) a certificate from a Responsible Officer of the Borrower certifying that to the extent the Revolving Credit Commitments were fully funded (after giving effect to such Revolving Credit Commitment Increase), the aggregate outstanding amount of Indebtedness under the Loan Documents would not violate any applicable debt limitations in the Indentures or any other Indebtedness of the Borrower or its Restricted Subsidiaries for borrowed money having a principal or committed amount of $50,000,000 or more. (b) a certificate from a Responsible Officer of the Borrower, certifying that on the Incremental Credit Extension Date and immediately after giving effect to the Revolving Credit Commitment Increase the Borrower shall be in compliance with the financial covenant contained in Article V (Financial Covenant), in each case determined on a Pro Forma Basis after giving effect to such Revolving Credit Commitment Increase (and assuming the borrowing of the entire commitments under such Revolving Credit Commitment Increase), as of (i) the Incremental Credit Extension Date and (ii) the last day of the most recently ended fiscal quarter of the Borrower for which Financial Statements have been delivered to the Administrative Agent pursuant to Sections 5.1(a) or (b), as applicable, in each case in form and substance and with supporting documentation reasonably satisfactory to the Administrative Agent. (c) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (cd) The conditions precedent set forth in Section 4.2(b) 3.2 shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) . Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b2.18 (Incremental Facility).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until prior to the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION the maximum amount set forth in Section 2.1(b2.18 (Incremental Facility)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II (Revolving Credit Commitments)), effective as of such Incremental Credit Extension Date and executed by the Borrowers Borrower and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of the Borrower and each Loan Party Guarantor approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Borrower and each Loan PartyGuarantor, addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuers and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and; (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein; and (vi) a certificate from a Responsible Officer of the Borrower certifying that to the extent the Revolving Credit Commitments were fully funded (after giving effect to such Revolving Credit Commitment Increase), the aggregate outstanding amount of Indebtedness under the Loan Documents would not violate any applicable debt limitations in the Indentures or any other Indebtedness of the Borrower or its Restricted Subsidiaries for borrowed money having a principal or committed amount of $50,000,000 or more. (b) a certificate from a Responsible Officer of the Borrower, certifying that on the Incremental Credit Extension Date and immediately after giving effect to the Revolving Credit Commitment Increase the Borrower shall be in compliance with the financial covenant contained in Article V (Financial Covenant), in each case determined on a Pro Forma Basis after giving effect to such Revolving Credit Commitment Increase (and assuming the borrowing of the entire commitments under such Revolving Credit Commitment Increase), as of (i) the Incremental Credit Extension Date and (ii) the last day of the most recently ended fiscal quarter of the Borrower for which Financial Statements have been delivered to the Administrative Agent pursuant to Sections 5.1(a) or (b), as applicable, in each case in form and substance and with supporting documentation reasonably satisfactory to the Administrative Agent. (c) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (cd) The conditions precedent set forth in Section 4.2(b) 3.2 shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) . Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b2.18 (Incremental Facility).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until prior to the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b2.18 (Incremental Facility)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule I), effective as of such Incremental Credit Extension Date and executed by the Borrowers Borrower and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of the Borrower and each Loan Party Guarantor approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Borrower and each Loan PartyGuarantor, addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuers and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein. (b) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying that on the Incremental Credit Extension Date and immediately after giving effect to the Revolving Credit Commitment Increase the Borrower shall be in compliance with the financial covenants contained in Article V (Financial Covenants), in each case determined on a pro forma basis after giving effect to such Revolving Credit Commitment Increase, as of (i) the Incremental Credit Extension Date and (ii) the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent pursuant to Sections 5.1(a) or (b), as applicable, in each case in form and substance and with supporting documentation reasonably satisfactory to the Administrative Agent. (c) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (cd) The conditions precedent set forth in Section 4.2(b) 3.2 shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) . Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b2.18 (Incremental Facility).

Conditions Precedent to Each Incremental Credit Extension Date. Each Revolving Credit Commitment Increase shall not become effective until prior to the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received on or prior to the Incremental Credit Extension Date each of the following, each dated as of such Incremental Credit Extension Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Revolving Credit Commitment Increase (as agreed between the Parent Borrower and the Administrative Agent but in any case not to exceed, in the aggregate, the maximum amount set forth in Section 2.1(b2.18 (Incremental Facility)) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Parent Borrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II (Revolving Credit Commitments)), effective as of such Incremental Credit Extension Date and executed by the Borrowers Borrower and the Administrative Agent, to the extent necessary to implement the terms and conditions of such Revolving Credit Commitment Increase as agreed by the Parent Borrower and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of the Borrower and each Loan Party Guarantor approving the consummation of such Revolving Credit Commitment Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Borrower and each Loan PartyGuarantor, addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuers and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; andAMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Revolving Credit Commitment Increase may require as a condition to its commitment therein; and (vi) a certificate from a Responsible Officer of the Borrower certifying that to the extent the Revolving Credit Commitments were fully funded (after giving effect to such Revolving Credit Commitment Increase), the aggregate outstanding amount of Indebtedness under the Loan Documents would not violate any applicable debt limitations in the Indentures or any other Indebtedness of the Borrower or its Restricted Subsidiaries for borrowed money having a principal or committed amount of $50,000,000 or more. (b) a certificate from a Responsible Officer of the Borrower, certifying that on the Incremental Credit Extension Date and immediately after giving effect to the Revolving Credit Commitment Increase the Borrower shall be in compliance with the financial covenant contained in Article V (Financial Covenant), in each case determined on a Pro Forma Basis after giving effect to such Revolving Credit Commitment Increase (and assuming the borrowing of the entire commitments under such Revolving Credit Commitment Increase), as of (i) the Incremental Credit Extension Date and (ii) the last day of the most recently ended fiscal quarter of the Borrower for which Financial Statements have been delivered to the Administrative Agent pursuant to Sections 5.1(a) or (b), as applicable, in each case in form and substance and with supporting documentation reasonably satisfactory to the Administrative Agent. (c) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before such Incremental Credit Extension Date. (cd) The conditions precedent set forth in Section 4.2(b) 3.2 shall have been satisfied both before and after giving effect to such Revolving Credit Commitment Increase. (d) . Such Revolving Credit Commitment Increase shall have been made on the terms and conditions set forth in Section 2.1(b2.18 (Incremental Facility).