Common use of Conditions Precedent to Restatement Effective Date Clause in Contracts

Conditions Precedent to Restatement Effective Date. The effectiveness of this Agreement shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Restatement Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Notice of Borrowing in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Restatement Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Restatement Effective Date as indicated on such schedule, together with: (A) copies of certificates, if any, representing the Pledged Equity and stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, in each case, delivered to the First Lien Term Facility Administrative Agent; (B) [reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) executed release documents with respect to the Released Mortgage Properties, together with evidence that such counterparts have been delivered to the title insurance company insuring such mortgages under the Existing Credit Agreement for recording; (vi) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date; (vii) an opinion from (A) Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties, (B) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, and (C) Venable LLC, special Maryland counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Lenders; (viii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit M and an officer’s certificate from a Responsible Officer of the Borrower that (i) the conditions specified in clauses (d), (f), (j) and (k) below are satisfied and (ii) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by any Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (ix) certificates of insurance evidencing that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a perfection certificate (in substantially the form of perfection certificated delivered under the Existing Credit Agreement); (xi) copies of Lien and judgment searches and intellectual property searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent; and (xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Restatement Effective Date, and demonstrates not less than $325,000,000 of Excess Availability after giving pro forma effect to the Transaction and other extensions of credit outstanding on the Restatement Effective Date. (b) All fees and expenses required to be paid hereunder and under the other Loan Documents and invoiced in reasonable detail at least two (2) Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid in full in cash. (c) [Reserved]. (d) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Borrower shall have received (i) at least $1,925,000,000 in gross cash proceeds from borrowings under the First Lien Term Facility and (ii) at least $625,000,000 in gross cash proceeds from borrowings under the Second Lien Term Facility. (e) The Intercreditor Agreement, the First Lien Term Facility Documentation and the Second Lien Term Facility Documentation, in each case, reasonably satisfactory to the Administrative Agent, shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Borrower shall have terminated the Existing Term Loan Facilities and the Administrative Agent shall have received a customary payoff letter in respect thereof, and shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money other than (i) the Loans and Letter of Credit Obligations, (ii) borrowings under the First Lien Term Facility and the Second Lien Term Facility, and (iii) Indebtedness permitted by Sections 9.3(b) and 9.3(e). (g) [Reserved]. (h) [Reserved]. (i) The Arrangers shall have received at a reasonable time prior to the Restatement Effective Date all documentation and other information relating to the Loan Parties reasonably requested in writing by them at least five (5) Business Days prior to the Restatement Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since January 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (k) All interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date in respect of the Existing Lenders that shall not be Lenders under this Agreement shall be calculated and paid on the Restatement Effective Date (it being understood and agreed that Existing Lenders that shall continue as Lenders under this Agreement shall receive payment of all interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date at the next date payment of interest, fees, expenses or other amounts is or becomes due under this Agreement). Without limiting the generality of the provisions of the last paragraph of Section 11.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Conditions Precedent to Restatement Effective Date. The effectiveness of this This Agreement shall be subject to not become effective until the satisfaction or due waiver in accordance with Section 12.1 of date on which each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are is satisfied or waived being herein in accordance with Section 12.1 shall be writing by Agent and the “Restatement Effective Date”):Lenders: (a) The Administrative This Agreement has been executed by each Borrower, Obligor, Agent and Lenders, and counterparts hereof as so executed shall have been delivered to Agent’s receipt ; (b) Agent shall have received an affirmation and consent from each Obligor in form, scope and substance reasonably satisfactory to Agent. (c) Agent shall be satisfied in its sole discretion with the terms of the followingSecond Lien Note Documents and the Intercreditor Agreement and all related documents; (d) Substantially contemporaneously with the Restatement Effective Date, the Company shall have received gross proceeds from the issuance of the Second Lien Notes in an aggregate amount equal to at least $250,000,000, which cash proceeds shall be used to prepay the Existing Second Lien Term Loan, and to pay the purchase price for each of the Third Lien Notes and Existing Senior Notes tendered pursuant to the Tender Offer, to voluntarily redeem the Third Lien Notes and Existing Senior Notes which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer remain outstanding after the consummation of the signing Loan Party Tender Offer and to pay fees, expenses and premiums in connection therewith and for other general corporate purposes; (e) Borrowers shall have delivered fully executed amended and restated Deposit Account Control Agreements, or replacements to existing Deposit Account Control Agreements, in each case in favor of the Agent on terms satisfactory to the Agent with respect to any Deposit Accounts (other party theretothan Deposit Accounts excluded pursuant to Section 7.3) of Borrowers; (f) Agent shall have received certificates, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Notice of Borrowing in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Restatement Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Restatement Effective Date as indicated on such scheduleit, together with: (A) copies of certificates, if any, representing the Pledged Equity and stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, in each case, delivered to the First Lien Term Facility Administrative Agent; (B) [reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) executed release documents with respect to the Released Mortgage Properties, together with evidence that such counterparts have been delivered to the title insurance company insuring such mortgages under the Existing Credit Agreement for recording; (vi) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date; (vii) an opinion from (A) Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties, (B) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, and (C) Venable LLC, special Maryland counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Lenders; (viii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit M and an officer’s certificate from a Responsible knowledgeable Senior Officer of the Borrower that (i) the conditions specified in clauses (d), (f), (j) and (k) below are satisfied and (ii) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by any Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (ix) certificates of insurance evidencing that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a perfection certificate (in substantially the form of perfection certificated delivered under the Existing Credit Agreement); (xi) copies of Lien and judgment searches and intellectual property searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent; and (xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Restatement Effective Date, and demonstrates not less than $325,000,000 of Excess Availability after giving pro forma effect to the Transaction and other extensions of credit outstanding on the Restatement Effective Date. (b) All fees and expenses required to be paid hereunder and under the other Loan Documents and invoiced in reasonable detail at least two (2) Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid in full in cash. (c) [Reserved]. (d) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Borrower shall have received (i) at least $1,925,000,000 in gross cash proceeds from borrowings under the First Lien Term Facility and (ii) at least $625,000,000 in gross cash proceeds from borrowings under the Second Lien Term Facility. (e) The Intercreditor Agreement, the First Lien Term Facility Documentation and the Second Lien Term Facility Documentation, in each case, reasonably satisfactory to the Administrative Agent, shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Borrower shall have terminated the Existing Term Loan Facilities and the Administrative Agent shall have received a customary payoff letter in respect thereof, and shall have taken all other necessary actions such Obligors certifying that, after giving effect to the Transactioninitial Loans and transactions hereunder occurring on the Restatement Effective Date, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money other than Obligors (itaken as a whole) the Loans and Letter of Credit Obligations, are Solvent; (ii) borrowings under the First Lien Term Facility and the Second Lien Term Facility, no Default or Event of Default exists; and (iii) Indebtedness permitted by Sections 9.3(b) the representations and 9.3(e).warranties set forth in Section 9 are true and correct; (g) [Reserved]Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) that the charter documents of each Obligor have not been amended or modified since the Original Closing Date, or if any such charter documents have been so amended or modified, Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (h) [Reserved].Agent shall have received good standing certificates, as applicable, for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification; (i) The Arrangers Agent shall have received at a written opinion of Xxxxxxxx & Xxxxx LLP in form and substance reasonably satisfactory to Agent; (j) Borrowers have paid all reasonable time prior out-of-pocket fees and expenses of Agent and of legal counsel to the Restatement Effective Date all documentation and other information relating to the Loan Parties reasonably requested in writing by them at least five (5) Business Days Agent that have been invoiced on or prior to the Restatement Effective Date in order to allow connection with the Arrangers preparation, negotiation, execution and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since January 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.delivery of this Agreement; and (k) All interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date in respect of the Existing Lenders that shall not be Lenders under this Agreement shall be calculated and paid on the Restatement Effective Date (it being understood and agreed that Existing Lenders that shall continue as Lenders under this Agreement shall receive payment of all interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date at the next date payment of interest, fees, expenses or other amounts is or becomes due under this Agreement). Without limiting the generality of the provisions of the last paragraph of Section 11.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received, contemporaneously with the Effective Date, evidence from the Company that the Second Lien Term Loans have been repaid in full substantially contemporaneously with the Effective Date and the Liens securing the obligations under the Second Lien Term Loans have been released (or will be released contemporaneously with such repayment). (l) The Tender Offer is consummated substantially concurrently with the effectiveness of this Agreement, with the tender of at least 50.1% of the principal amount of each of the Third Lien Notes and the Existing Senior Notes, with supplemental indentures amending each of the Third Lien Indenture and the indenture governing the Existing Senior Notes having become effective contemporaneously with the Effective Date, and Agent having received notice from such Lender prior evidence that the Liens securing the obligations under the Third Lien Notes have been released (or will be released contemporaneously with the effectiveness of the supplemental indenture). (m) The Company shall have paid to the proposed Restatement Effective Date specifying Agent, for its objection theretoown benefit, the amendment fee pursuant to the Fee Letter.

Conditions Precedent to Restatement Effective Date. The effectiveness obligation of this Agreement shall be each Lender to make Loans hereunder is subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Restatement Effective Date”):: (a) The Administrative Agent’s receipt of the following, each of which which, to the extent applicable, shall be originals, facsimiles originals or copies in .pdf format telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective Date) and each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) a Notice executed counterparts of Borrowing this Agreement, sufficient in accordance with number for distribution to the requirements hereofAdministrative Agent, each Lender and the Borrower Representative; (ii) Notes executed counterparts by the Borrowers in favor of this Agreement and the Guarantyeach Lender requesting Notes; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Restatement Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Restatement Effective Date as indicated on such schedule, together with: (A) copies of certificates, if any, representing the Pledged Equity and stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, in each case, delivered to the First Lien Term Facility Administrative Agent; (B) [reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) executed release documents with respect to the Released Mortgage Properties, together with evidence that such counterparts have been delivered to the title insurance company insuring such mortgages under the Existing Credit Agreement for recording; (vi) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Loan Parties and, if requested by the Administrative Agent, local counsel, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) evidence satisfactory to the Administrative Agent that the Adjusted Consolidated Leverage Ratio of the Company on a Pro Forma Basis as of the end of the fiscal quarter of the Company ended July 31, 2024 shall be less than or equal to 2.00 to 1.00 (which calculation shall be demonstrated to the reasonable satisfaction of the Administrative Agent); (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that the condition specified in Section 4.01(a)(vi) has been satisfied, and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a Solvency Certificate signed by a Responsible Officer of the Borrower Representative as to the financial condition, solvency and related matters of the Loan Parties, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby; (ix) The Administrative Agent shall have received a Loan Notice with respect to the Loans to be a party made on the Restatement Effective Date; (viix) an opinion from such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (Ab) Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties, (B) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, and (C) Venable LLC, special Maryland counsel to the Loan Parties, in each case, addressed to the The Administrative Agent and the Lenders;Lenders shall have received all fees and expenses, if any, owing pursuant to the TD Bank Fee Letter and Section 2.09. (viiic) The Administrative Agent shall have received a solvency copy of, or a certificate from as to coverage under, the chief financial officer insurance policies required by Section 6.07. (d) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party, copies of the Borrower financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (after giving effect to the Transactione) substantially in the form attached hereto as Exhibit M and an officer’s certificate from a Responsible Officer All of the Borrower that (i) the conditions specified in clauses (d), (f), (j) and (k) below are satisfied and (ii) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by any Loan Party and the validity against each Loan Party existing Indebtedness for borrowed money of the Loan Documents Parties and their Subsidiaries (other than Indebtedness permitted to which it is a party, or (2exist pursuant to Section 7.03) that all such consents, licenses and approvals have been obtained and are shall be repaid in full force and effect; (ix) certificates of insurance evidencing that all insurance required to security interests related thereto shall be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a perfection certificate (in substantially the form of perfection certificated delivered under the Existing Credit Agreement); (xi) copies of Lien and judgment searches and intellectual property searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent; and (xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days terminated on or prior to the Restatement Effective Date, and demonstrates not less than $325,000,000 of Excess Availability after giving pro forma effect to the Transaction and other extensions of credit outstanding on the Restatement Effective Date. (bf) All fees and expenses required to be paid hereunder and under the other Loan Documents and invoiced in reasonable detail at least two (2) Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement have been paid in full in cashobtained. (cg) [Reserved]. Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (ddirectly to such counsel if requested by the Administrative Agent) Prior to the extent invoiced prior to or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Borrower closing proceedings (provided that such estimate shall have received (i) at least $1,925,000,000 in gross cash proceeds from borrowings under not thereafter preclude a final settling of accounts between the First Lien Term Facility Company and (ii) at least $625,000,000 in gross cash proceeds from borrowings under the Second Lien Term Facility. (e) The Intercreditor Agreement, the First Lien Term Facility Documentation and the Second Lien Term Facility Documentation, in each case, reasonably satisfactory to the Administrative Agent, shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Borrower shall have terminated the Existing Term Loan Facilities and the Administrative Agent shall have received a customary payoff letter in respect thereof, and shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money other than (i) the Loans and Letter of Credit Obligations, (ii) borrowings under the First Lien Term Facility and the Second Lien Term Facility, and (iii) Indebtedness permitted by Sections 9.3(b) and 9.3(e). (g) [Reserved]. (h) [Reserved]. (i) The Arrangers Upon the reasonable request of any Lender, the Loan Parties shall have received at a reasonable time prior provided to such Lender, and such Lender shall be reasonably satisfied with, the Restatement Effective Date all documentation and other information relating to the Loan Parties reasonably so requested in writing by them at least five (5) Business Days prior to the Restatement Effective Date in order to allow the Arrangers and the Lenders to comply connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the USA PATRIOT Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (ji) Since January 31, 2016, there has been no event The Administrative Agent shall have received such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (k) All interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date in respect of the Existing Lenders that shall not be Lenders under this Agreement shall be calculated and paid on the Restatement Effective Date (it being understood and agreed that Existing Lenders that shall continue as Lenders under this Agreement shall receive payment of all interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date at the next date payment of interest, fees, expenses or other amounts is or becomes due under this Agreement)require. Without limiting the generality of the provisions of the last paragraph of Section 11.39.03, for purposes of determining compliance with the conditions specified in this Section 4.14.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Conditions Precedent to Restatement Effective Date. The occurrence of the Restatement Effective Date and the effectiveness of this the amendment and restatement of the Original Agreement on the terms and conditions set forth herein shall be subject to the satisfaction conditions precedent that (i) the SPV or due waiver the Originator shall have paid in accordance with full (A) all amounts required to be paid by either of them on or prior to the Restatement Effective Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 12.1 9.5(a) and invoiced prior to the Restatement Effective Date, and (ii) the Facility Agent shall have received, for itself and each of the Administrators and Lenders and the Facility Agent’s counsel, each of the following conditions precedentdocuments, except as otherwise agreed between each in form and substance satisfactory to the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Restatement Effective Date”):Facility Agent: (a) The Administrative Agent’s receipt A duly executed counterpart of this Agreement and the Fee Letter, executed by each of the following, each of which shall be originals, facsimiles or copies in .pdf format respective parties thereto. (followed promptly by originalsb) unless otherwise specified, each properly executed by a Responsible Officer A certificate of the signing Loan Party secretary or assistant secretary of the SPV, in form and each other party substance satisfactory to the Facility Agent, certifying and (in the case of clauses (i) and (ii)) attaching as exhibits thereto, among other things: (i) the limited liability company agreement and certificate of formation or other formation document of the SPV (certified by the Secretary of State of the SPV’s jurisdiction of incorporation as of a recent date); (ii) resolutions of the board of directors or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action (including shareholder consents) and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A good standing certificate for the SPV issued by the Secretary of State of the SPV’s jurisdiction of incorporation dated as of a recent date. (d) A good standing certificate for the Originator issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and principal place of business, dated as of a recent date. (e) Favorable opinion of Xxxxx & Xxx Xxxxx PLLC special counsel to the SPV covering certain corporate matters, in form and substance reasonably satisfactory to the Administrative Facility Agent and its legal Facility Agent’s counsel: (i) a Notice of Borrowing in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Restatement Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Restatement Effective Date as indicated on such schedule, together with: (A) copies of certificates, if any, representing the Pledged Equity and stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, in each case, delivered to the First Lien Term Facility Administrative Agent; (B) [reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) executed release documents with respect to the Released Mortgage Properties, together with evidence that such counterparts have been delivered to the title insurance company insuring such mortgages under the Existing Credit Agreement for recording; (vi) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date; (vii) an opinion from (A) Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties, (B) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, and (C) Venable LLC, special Maryland counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Lenders; (viii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit M and an officer’s certificate from a Responsible Officer of the Borrower that (i) the conditions specified in clauses (d), (f), (j) and (k) below are satisfied and (ii) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by any Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (ix) certificates of insurance evidencing that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a perfection certificate (in substantially the form of perfection certificated delivered under the Existing Credit Agreement); (xi) copies of Lien and judgment searches and intellectual property searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent; and (xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Restatement Effective Date, and demonstrates not less than $325,000,000 of Excess Availability after giving pro forma effect to the Transaction and other extensions of credit outstanding on the Restatement Effective Date. (b) All fees and expenses required to be paid hereunder and under the other Loan Documents and invoiced in reasonable detail at least two (2) Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) shall have been paid in full in cash. (c) [Reserved]. (d) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Borrower shall have received (i) at least $1,925,000,000 in gross cash proceeds from borrowings under the First Lien Term Facility and (ii) at least $625,000,000 in gross cash proceeds from borrowings under the Second Lien Term Facility. (e) The Intercreditor Agreement, the First Lien Term Facility Documentation and the Second Lien Term Facility Documentation, in each case, reasonably satisfactory to the Administrative Agent, shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to Such other approvals, documents, instruments, certificates and opinions as the Facility Agent, any Administrator or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Dateany Lender, the Borrower shall have terminated the Existing Term Loan Facilities and the Administrative Agent shall have received a customary payoff letter in respect thereof, and shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money other than (i) the Loans and Letter of Credit Obligations, (ii) borrowings under the First Lien Term Facility and the Second Lien Term Facility, and (iii) Indebtedness permitted by Sections 9.3(b) and 9.3(e)may reasonably request. (g) [Reserved]. (h) [Reserved]. (i) The Arrangers shall have received at a reasonable time prior to the Restatement Effective Date all documentation and other information relating to the Loan Parties reasonably requested in writing by them at least five (5) Business Days prior to the Restatement Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since January 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (k) All interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date in respect of the Existing Lenders that shall not be Lenders under this Agreement shall be calculated and paid on the Restatement Effective Date (it being understood and agreed that Existing Lenders that shall continue as Lenders under this Agreement shall receive payment of all interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date at the next date payment of interest, fees, expenses or other amounts is or becomes due under this Agreement). Without limiting the generality of the provisions of the last paragraph of Section 11.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Conditions Precedent to Restatement Effective Date. The effectiveness amendment and restatement of this Agreement in the form hereof shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between precedent and any other conditions to the Borrower effectiveness hereof and thereof set forth in the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Restatement Effective Date”):Sixth Amendment: (a) The Administrative Agent’s receipt of Agent shall have received on or before the Restatement Effective Date the following, each of which shall be originals, facsimiles or copies in .pdf format dated such day (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party and each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and its legal counsel(except for the Notes) in sufficient copies for each Lender party hereto on the Restatement Effective Date: (i) Counterparts of this Agreement, duly executed and delivered on behalf of each of (A) the Borrower, (B) the Guarantors, (C) the Administrative Agent and (D) each Lender party hereto on the Restatement Effective Date (or as to any of the foregoing parties, the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that any such foregoing party has executed a Notice counterpart of Borrowing in accordance with the requirements hereofthis Agreement); (ii) executed counterparts The Notes payable to the Lenders to the extent requested by the Lenders pursuant to the terms of this Agreement and the GuarantySection 2.16; (iii) a Note An amended and restated security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Security Agreement”), duly executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Restatement Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Restatement Effective Date as indicated on such scheduleLoan Party, together with: (A) copies of certificates, if any, to the extent not previously delivered to the Collateral Agent certificates representing the Initial Pledged Equity and referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement; (C) the results of a recent lien search in each caseof the jurisdictions where assets of the Loan Parties are located, delivered which search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted hereunder or discharged on or prior to the First Lien Term Facility Restatement Effective Date pursuant to documentation satisfactory to the Administrative Agent; (BD) [reserved]; andthe Intellectual Property Security Agreement duly executed by each Loan Party party thereto; (CE) evidence that all other actions, recordings and filings of or with respect to the Security Agreement and any other Collateral Document that the Administrative Agent may deem reasonably necessary or desirable in order to satisfy perfect and protect the Collateral and Guarantee Requirement security interest created thereunder shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (F) evidence of the insurance required by the terms of the Security Agreement; (viv) executed release documents with respect to the Released Mortgage Properties, together with evidence that such counterparts have been delivered to the title insurance company insuring such mortgages under the Existing Credit Agreement for recording; (vi) such certificates of good standing from the applicable secretary of state of the state of organization A Closing Certificate of each Loan Party, certificates signed on behalf of such Loan Party by its President or a Vice President and its Secretary or an Assistant Secretary, dated the Restatement Effective Date (the statements made in which certificate shall be true on and as of the Restatement Effective Date), substantially in the form of Exhibit J, (A) with appropriate insertions and attachments including: (1) certified copies of the resolutions of the board of directors or other action, incumbency certificates and/or other certificates similar governing body of Responsible Officers of such Loan Party approving the Sixth Amendment and each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Sixth Amendment and each Loan Document to which it is or is to be a party, and (2) a certificate of the Secretary of State of the jurisdiction of incorporation or formation, as applicable, of such Loan Party, dated reasonably near the Restatement Effective Date, certifying (x) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (y) that such Loan Party is duly incorporated and in good standing or presently subsisting and in good standing under the laws of the State of the jurisdiction of its incorporation or formation, as applicable; and (B) certifying as to: (1) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate attached thereto, (2) a party true, correct and complete copy of the bylaws or similar governing document of such Loan Party as in effect on the date on which the resolutions attached thereto were adopted and on the Restatement Effective Date, (3) the due incorporation or formation, as applicable, and good standing or valid existence of such Loan Party as a corporation, limited liability company, partnership or other organization, as the case may be, organized under the laws of the jurisdiction of its incorporation or formation, as applicable, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (4) the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder, (5) in the case of the Borrower, the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Restatement Effective Date and (6) in the case of the Borrower, the absence of any event occurring and continuing, or resulting from the Restatement Effective Date, that constitutes a Default; (viiv) an opinion from (A) Xxxxxx & Xxxxxxx LLP, special New York counsel to A Solvency Certificate in substantially the Loan Parties, (B) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, and (C) Venable LLC, special Maryland counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Lenders; (viii) a solvency certificate form of Exhibit H hereto from the chief financial officer of the Borrower, attesting to the solvency of the Borrower (and its Subsidiaries, taken as a whole, before and after giving effect to the TransactionSixth Amendment; and (vi) substantially in the form attached hereto as Exhibit M and an officer’s certificate from a Responsible Officer A favorable opinion of the Borrower that (i) the conditions specified in clauses (d)Xxxxxxxx Xxxxxxx LLP, (f), (j) and (k) below are satisfied and (ii) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by any Loan Party and the validity against each Loan Party of counsel for the Loan Documents to which it is a partyParties, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (ix) certificates of insurance evidencing that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a perfection certificate (in substantially the form of perfection certificated delivered under the Existing Credit Agreement); (xi) copies of Lien and judgment searches and intellectual property searches with respect to the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent; and (xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Restatement Effective Date, and demonstrates not less than $325,000,000 of Excess Availability after giving pro forma effect to the Transaction and other extensions of credit outstanding on the Restatement Effective DateExhibit I-1 hereto. (b) All fees and expenses required to be paid hereunder and under the other Loan Documents and invoiced in reasonable detail at least two (2) Business Days before the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower) There shall have been paid in full in cashoccurred no Material Adverse Change since December 31, 2011. (c) [Reserved]. (d) Prior to There shall exist no action, suit, investigation, litigation or substantially simultaneously with the effectiveness proceeding affecting any Loan Party or any of this Agreement on the Restatement Effective Date, the Borrower shall have received its Subsidiaries pending or threatened before any Governmental Authority that (i) at least $1,925,000,000 in gross cash proceeds from borrowings under the First Lien Term Facility and (ii) at least $625,000,000 in gross cash proceeds from borrowings under the Second Lien Term Facility. (e) The Intercreditor Agreement, the First Lien Term Facility Documentation and the Second Lien Term Facility Documentation, in each case, reasonably satisfactory to the Administrative Agent, shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Borrower shall have terminated the Existing Term Loan Facilities and the Administrative Agent shall have received a customary payoff letter in respect thereof, and shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money other than (i) the Loans and Letter of Credit Obligations, (ii) borrowings under the First Lien Term Facility and the Second Lien Term Facility, and (iii) Indebtedness permitted by Sections 9.3(b) and 9.3(e). (g) [Reserved]. (h) [Reserved]. (i) The Arrangers shall have received at a reasonable time prior to the Restatement Effective Date all documentation and other information relating to the Loan Parties reasonably requested in writing by them at least five (5) Business Days prior to the Restatement Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since January 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse EffectEffect or (ii) purports to materially adversely affect the legality, validity or enforceability of any Loan Document. (kd) All interest, fees, expenses Governmental Authorizations and other amounts, if any, owing third party consents and approvals necessary in connection with the Sixth Amendment shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect; and no law or accruing under or regulation shall be applicable in respect the judgment of the Existing Credit Agreement for periods Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Sixth Amendment or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) The Borrower shall have paid or shall be paying concurrently with the Restatement Effective Date all accrued fees of the Agents, the Lead Arrangers and the Lenders and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent and local counsel to the Administrative Agent in connection with this Agreement) pursuant to the Engagement Letter or otherwise which have been invoiced to Borrower one Business Day prior to the Restatement Effective Date in respect of the Existing Lenders that shall not be Lenders under this Agreement shall be calculated and paid on the Restatement Effective Date (it being understood and agreed that Existing Lenders that shall continue as Lenders under this Agreement shall receive payment of all interest, fees, expenses and other amounts, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Restatement Effective Date at the next date payment of interest, fees, expenses or other amounts is or becomes due under this Agreement). Without limiting the generality of the provisions of the last paragraph of Section 11.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection theretoDate.