Common use of Conditions to All Extensions of Credit Clause in Contracts

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Revolving Loan or Swingline Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Revolving Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Revolving Loan or Swingline Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the aggregate principal amount of LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate principal amount of Swingline Loans shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lender Lenders to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request for issuance a Borrowing Request in accordance with Section 2.03 or a notice requesting the provisions issuance, amendment or extension of a Letter of Credit in accordance with Section 2.2(b4.01(b);, as the case may be. (ib) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Section 6 shallSections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, subject amendment or extension of such Letter of Credit, as applicable; provided that (i) to the limitations set forth thereinextent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default to the extent such representations and warranties are qualified by materiality, such representations and warranties shall exist be true and be continuing either prior to or after giving effect thereto; andcorrect in all respects. (c) In At the case time of a request for a Revolving Loan or a Letter of Credit, and immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) Borrowing or to the issuance such issuance, amendment or extension of such Letter of Credit, as the case may beapplicable, no Default shall have occurred and be continuing. Each Borrowing (i) the sum of other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate outstanding principal amount of Revolving the Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed of any Lender outstanding) and the Revolving Committed Amountissuance, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery amendment or extension of each Notice of Borrowing and each request for a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of Borrower on the correctness of date thereof that the matters conditions specified in subsections (bSections 7.02(b) and (c7.02(c) abovehave been satisfied with respect thereto.

Conditions to All Extensions of Credit. The obligations of each the Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Loan Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 31, 2003 which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the lesser of (A) the Revolving Committed Amount, (B) the Available Revolving Committed Amount and (C) the Borrowing Base, (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Loan Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) delivered, in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any extend, or participate in, a Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent: (a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing Borrowing, Notice of Extension/Conversion or LOC Documents; (b) The representations and warranties of each Borrower and each other Credit Party contained in Section 2, Section 3, Section 6 or any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of the requested credit extension (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date) and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects on and as of such the date of the requested credit extension (except for those which expressly to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date), and except that for purposes of this Section 5.2(b), the representations and warranties contained in Sections 6.1 shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.1(a) and (iib), as applicable. (c) no There shall not have been commenced against any Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) There shall not have occurred any Material Adverse Effect since the extension of the last Loan; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate Revolving Obligations outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (cf) above. Notwithstanding the foregoing, (x) the only representations and warranties in the Credit Documents the accuracy of which will be a condition to the making of the Loans and issuing of Letters of Credit on the Effective Date are the Specified Representations and (y) Sections 5.02(c), (d) and (e) shall not apply to the Loans made and Letters of Credit issued on the Effective Date.

Conditions to All Extensions of Credit. The obligations of each the Lender to make any Loan and of (including the Issuing Lender initial Loans) or to issue issue, amend, renew or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) , are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) delivered, in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing Borrowing, Notice of Continuation or (ii) in the case of any Application and Agreement for Standby Irrevocable Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject shall (i) with respect to the limitations set forth thereinrepresentations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such extension of credit as if made on and as of such date, in each case except for any representation or warranty made as of an earlier date, which representation and warranty shall (A) with respect to representations and warranties that contain a materiality qualification, remain true and correct as of such earlier date and (B) with respect to representations and warranties that do not contain a materiality qualification, remain true and correct in all material respects as of such date (except for those which expressly relate to an earlier date. (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan or the issuance of such Letter of Credit, and in the case of a request for a Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Loans, plus (ii) LC Exposure, shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing or Application and Agreement for Standby Irrevocable Letter of Credit and each request for a Loan and each issuance, amendment, extension or renewal of any Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to make honor any Loan and Borrowing Request (other than an Interest Election Request requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Loans), the Issuing Lender Bank to issue amend, renew or extend any Letter of Credit (including Credit, or the initial Loans and the initial Letter of Credit) are Swingline Lender to make a Swingline Loan, is subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Borrower contained in Article V (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement) or any portion other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement), shall be true and correct on and as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, except to the Issuing Lender extent that such representations and warranties specifically refer to an earlier date, in which case they shall have received an appropriate request be true and correct as of such earlier date, and except that for issuance in accordance with the provisions purposes of this Section 2.2(b); (i4.02(a) the representations and warranties set forth contained in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date subsections (except for those which expressly relate to an earlier datea) and (iib) no Default or Event of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.02. (b) No Default shall exist and be continuing either prior to exist, or after giving effect thereto; andwould result from such proposed Extension of Credit. (c) In The Administrative Agent and, if applicable, the case of Issuing Bank or the Swingline Lender shall have received a Borrowing Request or request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant or making of a Swingline Loan in accordance with the requirements hereof. Each Borrowing Request or request for issuance of a Letter of Credit or making of a Swingline Loan (other than an Interest Election Notice requesting only a conversion of Loans to Section 2.2(bthe other Type or a continuation of Eurodollar Loans) submitted by the Borrower shall constitute be deemed to be a representation and warranty by that the Credit Parties of the correctness of the matters conditions specified in subsections Sections 4.02(a) and (b) have been satisfied on and (c) aboveas of the date of the applicable Extension of Credit.

Conditions to All Extensions of Credit. The obligations On the date of each Lender to make any Loan Borrowing and on the date of the Issuing Lender to issue each issuance, amendment, extension or extend any renewal of a Letter of Credit (including in each case, unless waived by the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:Required Lenders): (a) The Borrower Administrative Agent shall have delivered (i) received, in the case of any Revolving Loana Borrowing, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loana Borrowing Request as required by Section 2.03 or, an appropriate Notice of Borrowing or (ii) in the case of any the issuance of a Letter of Credit, the applicable Issuing Lender Bank and the Administrative Agent shall have received an appropriate request for a notice requesting the issuance in accordance with the provisions of such Letter of Credit as required by Section 2.2(b2.04(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except for those which (i) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and or (ii) no Default to the extent qualified by or Event of Default subject to a “material adverse effect” or similar term or qualification, in which case such representations and warranties shall exist be true and be continuing either prior to or after giving effect thereto; andcorrect in all respects. (c) In At the case time of a request for a Revolving Loan and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of CreditCredit (other than an amendment, immediately after giving effect to extension or renewal of a Letter of Credit without any increase in the making of such Loan (and the application of the proceeds thereof) or to the issuance stated amount of such Letter of Credit), as the case may beapplicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to (i) any Borrowing of U.S. Loans or the sum issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.S. Borrower, clauses (a) and (b) of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Availability Conditions shall not exceed the Revolving Committed Amount, be satisfied and (ii) any Borrowing of U.K. Loans or the LOC Obligations issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.K. Borrower, clauses (a) and (c) of the Availability Conditions shall not exceed the LOC Committed Amountbe satisfied. The delivery of each Notice of Each such Borrowing and each request for issuance, amendment, extension or renewal of a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Loan Parties on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the correctness of the applicable matters specified in subsections paragraphs (b), (c) and (cd) aboveof this Section 4.02.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:4.01 shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall have delivered (i) in the case of any Revolving Loanwith respect to representations and warranties that contain a materiality qualification, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or be true and correct and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (iib) no Default or Event of Default shall exist and be continuing either prior to or after giving effect theretoSection 6.01; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, Credit (i) the sum of the aggregate outstanding principal amount balance of the Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the lesser of (A) the Aggregate Revolving Committed Amount, Amount and (B) the Borrowing Base Amount for such date and (ii) the LOC Obligations sum of the outstanding principal balance of the Total Outstandings shall not exceed the LOC Committed lesser of (A) the sum of the Outstanding Amount of the Term Loans and the Aggregate Commitments and (B) the Borrowing Base Amount. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to fund any Loan (other than an Overadvance Loan or Protective Advance), the Swingline Lender to make any Loan and of Swingline Loan, or the Issuing Lender LC Issuer to issue or extend any Letter of Credit Credit, in each case, on any date (including the initial Loans and the initial Letter of Credit) are Closing Date), is subject to satisfaction of the following conditions in addition a manner satisfactory to satisfaction on the Closing Date of the conditions set forth in Section 5.1Agent: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth warranty by the Credit Parties contained herein and in Section 6 shall, subject to the limitations set forth therein, other Loan Documents shall be true and correct in all material respects (without duplication of any materiality or “Material Adverse Effect” qualifier contained therein) as of such date (date, except for those which to the extent that such representation or warranty expressly relate relates to an earlier datedate or period (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality or “Material Adverse Effect” qualifier contained therein) and as of such earlier date or period); (iib) no Default or Event of Default shall exist have occurred and be continuing either prior or would result immediately after the proposed Borrowing or the use of proceeds thereof; (c) Agent shall have received a Notice of Borrowing and, as applicable, the LC Issuer shall have received and LC Request, each in accordance with the terms of this Agreement; (d) All conditions precedent set forth in Section 1.1(a), Section 1.3(a), and Section 1.9(c), if applicable, to this Agreement shall be satisfied or after giving effect theretowaived in accordance with the terms of this Agreement; and (ce) In the case Solely with respect to issuance of a request for a Revolving Loan or a any Letter of Credit, immediately after giving effect to each of the making LC Conditions shall be satisfied or waived in accordance with the terms of such Loan (this Agreement. The request by the Borrowers and acceptance by the application Borrowers of the proceeds thereof) or to of any Loan or, as applicable, the issuance of such any Letter of Credit, shall be deemed to constitute, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amountdate thereof, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of Borrowers that the correctness of the matters specified conditions in subsections (b) and (c) abovethis Section 2.2 have been satisfied or waived in writing in accordance with this Agreement, as applicable.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans Loans) and the initial to issue or extend, or participate in, a Letter of Credit) Credit are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date (and on the Closing Date only) of the conditions set forth in Section 5.15.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2: (ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing Borrowing, Notice of Extension/Conversion or LOC Documents; (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrowers or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect theretothereto and (v) There shall not have occurred any Material Adverse Change since the extension of the last Loan; and (cvi) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate Revolving Obligations outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the sum of LOC Obligations outstanding shall not exceed the LOC Committed Amount, and the sum of Swingline Loans outstanding shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) and (vi) above.

Conditions to All Extensions of Credit. The obligations obligation of the Lenders to make Advances on the occasion of each Lender Borrowing, of the Swing Line Bank to make any Loan each Swing Line Advance and of each LC Issuing Bank to issue, extend or increase the Issuing Lender to issue or extend any Letter stated amount of Credit (Letters of Credit, including the initial Loans and the initial Letter first Extension of Credit) are , is subject to the satisfaction of the following conditions in addition to satisfaction on (provided that a Conversion shall not constitute a “Borrowing” or “Extension of Credit” for the Closing Date purposes of the conditions set forth in Section 5.1:this Section): (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request a Notice of Borrowing, Notice of Swing Line Borrowing or Request for issuance in accordance with the provisions of Section 2.2(b)Issuance, as applicable; (ib) all representations and warranties of the Borrower contained in Article IV of this Agreement (other than the representations and warranties set forth in Sections 4.04 and Section 6 shall4.05(b)) shall be true in all material respects as if made on and as of the date of such Extension of Credit (other than with respect to any representation and warranty that expressly relates to an earlier date, subject to the limitations set forth therein, in which case such representation and warranty shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) immediately prior to and (ii) immediately after such Extension of Credit, no Default or Event of Default under this Agreement shall exist have occurred and be continuing either prior to or after giving effect theretocontinuing; and (cd) In the case of a request for a Revolving Loan or a Letter immediately after such Extension of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall Outstanding Credits will not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountaggregate Commitment. The delivery making of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Borrower on the date of such Extension of Credit Parties of that the correctness of the matters conditions specified in subsections (b), (c) and (cd) aboveabove have been satisfied.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the any U.S. Issuing Lender to issue or extend any Letter U.S. Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The relevant Borrower shall have properly delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (iiB) in the case of any U.S. Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)) or (C) in the case of Foreign Swingline Loans, a borrowing request in accordance with the borrowing procedures agreed to by the applicable Borrower and the applicable Foreign Swingline Lender; (iii) the The representations and warranties set forth in Section 6 shallArticle VI shall be, subject to the limitations set forth therein, true and correct in all material respects on and as of the date of such extension of credit, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, unless the failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect; (iii) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (civ) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such U.S. Letter of Credit, Credit as the case may be, (iA) in the case of U.S. Revolving Loans, U.S. Swingline Loans and U.S. Letters of Credit, the sum of the aggregate outstanding principal amount of outstanding U.S. Revolving Loans PLUS plus the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations PLUS outstanding shall not exceed the U.S. Revolving Committed Amount, (B) in the case of U.S. Letters of Credit, the U.S. LOC Obligations outstanding shall not exceed the U.S. LOC Sublimit, (C) in the case of U.S. Swingline Loans, the aggregate principal amount of outstanding U.S. Swingline Loans shall not exceed the Revolving Committed AmountU.S. Swingline Sublimit, and (iiD) in the LOC Obligations case of Foreign Currency Loans, the sum of the aggregate principal amount of outstanding Foreign Currency Loans plus the Foreign Swingline Facility Reserve shall not exceed the LOC Foreign Currency Committed Amount. The delivery of each Notice of Borrowing and Borrowing, each request for a U.S. Swingline Loan, each request for the issuance or extension of a U.S. Letter of Credit pursuant to Section 2.2(b) and each request for a Foreign Swingline Loan, shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (iii) and and, to the best of the applicable Borrower’s knowledge based on then available exchange rate information in the case of any representation in subsection (civ) above involving Foreign Currencies, (iv) above.

Conditions to All Extensions of Credit. The obligations obligation of the Lenders to make (but not Continue or Convert) Advances on the occasion of each Lender Borrowing, of each Swing Line Bank to make any Loan a Swing Line Advance and of each LC Issuing Bank to issue, extend or increase the Issuing Lender to issue or extend any Letter stated amount of Letters of Credit, including the first Extension of Credit (including the initial Loans and deemed issuance of the initial Letter Existing Letters of Credit) are Credit hereunder), is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request a Notice of Borrowing, Notice of Swing Line Borrowing or Request for issuance in accordance with the provisions of Section 2.2(b)Issuance, as applicable; (ib) all representations and warranties of the Borrower contained in Article IV of this Agreement (other than the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Sections 4.04 and 4.05(b) which shall only be made and need only be true on the Closing Date) shall be true in all material respects as if made on and correct as of the date of such Extension of Credit (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such date (earlier date, and except for those any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which expressly relate to an case such representation and warranty shall be true in all respects as of such earlier date); (c) immediately prior to and (ii) immediately after such Extension of Credit, no Default or Event of Default under this Agreement shall exist have occurred and be continuing either prior to or after giving effect theretocontinuing; and (cd) In the case of a request for a Revolving Loan or a Letter immediately after such Extension of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall Outstanding Credits will not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountaggregate Commitment. The delivery making of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant to Section 2.2(b(other than any Conversion or Continuation of an Advance) shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Extension of Credit Parties of that the correctness of the matters conditions specified in subsections paragraphs (b), (c) and (cd) aboveabove have been satisfied.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Loan Notice of Borrowing or and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 Article VI shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and Part I and Part II of Schedule 6.17 shall be updated as of such date; (iic) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Total Outstandings shall not exceed the lesser of (x) Revolving Committed Amount, Amount and (y) the Borrowing Base Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Loan Notice (other than a Loan Notice requesting only a conversion of Borrowing Eurodollar Loans to Base Rate Loans) and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since December 31, 2000 (other than with respect to matters reflected in Schedule 6.9, which matters have not had and are not likely to have a Material Adverse Effect); and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend (solely in the Issuing Lender to issue case of an increase in the amount thereof) or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are , is subject to the receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan or any portion Parties set forth in this Agreement (other than, after the Closing Date, in Sections 3.04(d) and 3.06(a)) and the other Loan Documents shall be true and correct in all material respects on and as of the Tranche B Term Loan, an appropriate Notice date of such Borrowing or (ii) in the case date of any issuance, such amendment or extension of such Letter of Credit, as applicable, except to the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the extent any such representations and warranties set forth are expressly limited to an earlier date, in Section 6 shallwhich case, subject on and as of the date of such Borrowing or the date of issuance, such amendment or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an specified earlier date) ; provided that, in each case, such materiality qualifier shall not be applicable to any representations and (ii) no Default warranties that already are qualified or Event of Default shall exist and be continuing either prior to or after giving effect thereto; andmodified by materiality in the text thereof. (cb) In At the case time of a request for a Revolving Loan or a Letter of Credit, and immediately after giving effect to such Borrowing or the making of issuance, such Loan (and the application of the proceeds thereof) amendment or to the issuance extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than any conversion or continuation of any Loan) and each issuance, amendment (solely in the case may be, (iof an increase in the amount thereof) the sum or extension of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of Borrower on the correctness of date thereof that the matters conditions specified in subsections paragraphs (a) and (b) and (c) aboveof this Section have been satisfied.

Conditions to All Extensions of Credit. The obligations obligation of the Lenders to make (but not Continue or Convert) Advances on the occasion of each Lender Borrowing, of each Swing Line Bank to make any Loan a Swing Line Advance and of each LC Issuing Bank to issue, extend or increase the Issuing Lender to issue or extend any Letter stated amount of Letters of Credit, including the first Extension of Credit (including the initial Loans and deemed issuance of the initial Letter Existing Letters of Credit) are Credit hereunder), is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request a Notice of Borrowing, Notice of Swing Line Borrowing or Request for issuance in accordance with the provisions of Section 2.2(b)Issuance, as applicable; (ib) all representations and warranties of the Borrower contained in Article IV (other than the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Sections 4.04 and 4.05(b) which shall only be made and need only be true on the Closing Date) shall be true in all material respects as if made on and correct as of the date of such Extension of Credit (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such date (earlier date, and except for those any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which expressly relate to an case such representation and warranty shall be true in all respects as of such earlier date); (c) immediately prior to and (ii) immediately after such Extension of Credit, no Default or Event of Default under this Agreement shall exist have occurred and be continuing either prior to or after giving effect theretocontinuing; and (cd) In the case of a request for a Revolving Loan or a Letter immediately after such Extension of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall Outstanding Credits will not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountaggregate Commitment. The delivery making of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant to Section 2.2(b(other than any Conversion or Continuation of an Advance) shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Extension of Credit Parties of that the correctness of the matters conditions specified in subsections paragraphs (b), (c) and (cd) aboveabove have been satisfied.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) no (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date); provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that the foregoing representation and warranty condition be satisfied, in which event, the condition in this clause (b) shall be deemed satisfied if the foregoing representation and warranty condition is satisfied as of the date on which the applicable definitive acquisition agreement in respect of such Limited Condition Acquisition is executed and effective; (c) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that no Default or Event of Default (other than a Default or Event of Default under Section 9.1(a) or Section 9.1(f)) shall exist as of the date of funding, in which event, the condition in this clause (c) shall be that (x) no Default or Event of Default shall exist on the date on which the definitive acquisition agreement with respect to such Limited Condition Acquisition is executed and effective and (y) no Default or Event of Default under Section 9.1(a) or Section 9.1(f) shall exist at the date of funding of such Incremental Term Loan; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations On the date of each Lender to make any Loan Borrowing and on the date of the Issuing Lender to issue each issuance, amendment, extension or extend any renewal of a Letter of Credit (including in each case, unless waived by the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:Required Lenders): (a) The Borrower Administrative Agent shall have delivered (i) received, in the case of any Revolving Loana Borrowing, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate a Notice of Borrowing or (ii) as required by Section 2.3 or, in the case of any the issuance of a Letter of Credit, the Issuing Lender applicable Letter of Credit Issuer and the Administrative Agent shall have received an appropriate request for a notice requesting the issuance in accordance with the provisions of such Letter of Credit as required by Section 2.2(b);3. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Credit Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except for those which (i) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and or (ii) no Default to the extent qualified by or Event of Default subject to a “material adverse effect” or similar term or qualification, in which case such representations and warranties shall exist be true and be continuing either prior to or after giving effect thereto; andcorrect in all respects. (c) In At the case time of a request for a Revolving Loan and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of CreditCredit (other than an amendment, immediately after giving effect to extension or renewal of a Letter of Credit without any increase in the making of such Loan (and the application of the proceeds thereof) or to the issuance stated amount of such Letter of Credit), as the case may beapplicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to (i) any Borrowing of U.S. Loans or the sum issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.S. Borrower, clauses (a) and (b) of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Availability Conditions shall not exceed the Revolving Committed Amount, be satisfied and (ii) any Borrowing of U.K. Loans or the LOC Obligations issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.K. Borrower, clauses (a) and (c) of the Availability Conditions shall not exceed the LOC Committed Amountbe satisfied. The delivery of each Notice of Each such Borrowing and each request for issuance, amendment, extension or renewal of a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the correctness of the applicable matters specified in subsections paragraphs (b), (c) and (cd) aboveof this Section 6.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; CHAR1\1461780v16 (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Credit Parties made in or pursuant to this Agreement and the other Credit Documents shall be true in all material respects (except to the extent that any portion representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the other than those representations and warranties set forth which expressly relate to an earlier date, in Section 6 shallwhich case, subject to the limitations set forth therein, be they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and Extension of Credit the application Outstanding Amount of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Aggregate Revolving Committed Amount; (e) With respect to the initial Extension of Credit and with respect to any Extension of Credit prior to December 31, 2016, the Administrative Agent shall have received an Unencumbered Property Certificate as of the date of each such Extension of Credit made or requested hereunder (which may include acquisitions occurring simultaneous with such Extension of Credit as of such date), substantially in the form of Exhibit C, duly completed and executed by a Responsible Officer of the Borrower; (f) With respect to the initial Extension of Credit and with respect to any Extension of Credit prior to December 31, 2016, the Administrative Agent shall have received a Compliance Certificate, substantially in the form of Exhibit D, signed by a Responsible Officer of the Borrower and including (i) pro forma calculations for the current fiscal quarter based on the amounts set forth in the most recently delivered financial statements and taking into account (X) any Extension of Credit made or requested hereunder as of such date and (Y) any acquisitions occurring during such current fiscal quarter, including, without limitation any acquisition to occur simultaneous with such Extension of Credit as of such date and (ii) pro forma calculations of all financial covenants contained herein for each of the following four (4) fiscal quarters (based on the projections set forth in the materials delivered pursuant to clause (e) of Section 4.01); (g) With respect to the initial Extension of Credit and with respect to any Extension of Credit prior to December 31, 2016, to the extent such Extension of Credit is to be used by the Borrower to simultaneously acquire Real Property Assets, the Borrower shall provide such information regarding such acquisition as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request, including without limitation, (i) a copy of the applicable purchase/sale agreements and (ii) closing and settlement statements, disbursement agreements and escrow agreements, in each case with a title company reasonably acceptable to the Administrative Agent. It being understood and agreed that disbursement agreements and escrow agreements that reasonably relate to an Extension of Credit hereunder, shall be CHAR1\1461780v16 reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, neither the Administrative Agent nor any Lender shall have the right to approve or disapprove of an acquisition of Real Property Assets in connection with an Extension of Credit or otherwise. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend extent any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.4(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (cd) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of CreditLoan, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate outstanding principal amount of Swing Line Loans plus the LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b2.4(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) delivered, in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of CreditExtension/Conversion, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)as applicable; (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:4.01 shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall have delivered (i) in the case of any Revolving Loanwith respect to representations and warranties that contain a materiality qualification, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or be true and correct and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (iib) no Default or Event of Default shall exist and be continuing either prior to or after giving effect theretoSection 6.01; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, Credit (i) the sum of the aggregate outstanding principal amount balance of the Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Aggregate Committed Amount, Amount for such date and (ii) the LOC Obligations sum of the outstanding principal balance of the Total Outstandings shall not exceed the LOC Committed AmountAggregate Commitments. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) no (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date); (c) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) in to the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Article V (other than Section 6 shall5.1(b) and Section 5.17) shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS plus the aggregate principal amount of outstanding Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof or after the otherwise applicable Termination Date.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (other than Revolving Loans pursuant to Sections 2.2(c) and 2.3(b)) and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (ce) aboveabove as of the date of the proposed borrowing or issuance, as the case may be.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Credit Parties made in or pursuant to this Agreement and the other Credit Documents shall be true in all material respects (except to the extent that any portion representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the other than those representations and warranties set forth which expressly relate to an earlier date, in Section 6 shallwhich case, subject to the limitations set forth therein, be they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter Extension of Credit, as the case may be, (i) the sum Outstanding Amount of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Aggregate Revolving Committed Amount, Amount and (ii) the LOC Outstanding Amount of the Term Loan Obligations shall not exceed the LOC Aggregate Term Loan Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.;

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 31, 2000 which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus outstanding Foreign Currency Loans plus outstanding Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount, (B) the Available Revolving Committed Amount and (C) the Borrowing Base, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the Foreign Currency Loans outstanding shall not exceed the Foreign Currency Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Loan Notice and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:4.01 shall have been met as of the Funding Date; (ab) No Default or Event of Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default or Event of Default shall exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall have delivered (i) in the case of any Revolving Loanwith respect to representations and warranties that contain a materiality qualification, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or be true and correct and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (iib) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; andSection 6.01; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) Credit the sum of the aggregate outstanding principal amount balance of the Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving lesser of (i) the Aggregate Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. Borrowing Base Amount for such date; The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clause (bf)(iii) and (c) abovefor an Extension of Credit for an Acquisition Project).

Conditions to All Extensions of Credit. The obligations obligation of the Lenders to make (but not Continue or Convert) Loans on the occasion of each Lender Borrowing, of each Swingline Bank to make any a Swingline Loan and of each LC Issuing Bank to issue, extend or increase the Issuing Lender to issue or extend any Letter stated amount of Letters of Credit, including the first Extension of Credit (including the initial Loans and deemed issuance of the initial Letter Existing Letters of Credit) are Credit hereunder), is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request a Notice of Borrowing, Notice of Swingline Borrowing or Request for issuance in accordance with the provisions of Section 2.2(b)Issuance, as applicable; (ib) all representations and warranties of the Borrower contained in Article IV (other than the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Sections 4.04 and 4.05(b) which shall only be made and need only be true on the Closing Date) shall be true in all material respects as if made on and correct as of the date of such Extension of Credit (except that (i) with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such date (except for those which expressly relate to an earlier date) , and (ii) with respect to any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such date (or earlier date, as applicable); (c) immediately prior to and immediately after such Extension of Credit, no Default or Event of Default under this Agreement shall exist have occurred and be continuing either prior to or after giving effect theretocontinuing; and (cd) In the case of a request for a Revolving Loan or a Letter immediately after such Extension of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall Outstanding Credits will not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountaggregate Commitment. The delivery making of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant to Section 2.2(b(other than any Conversion or Continuation of a Loan) shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Extension of Credit Parties of that the correctness of the matters conditions specified in subsections paragraphs (b), (c) and (cd) aboveabove have been satisfied.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter Loans), convert any existing Loan into a Loan of Credit) another Type or extend any existing Loan into a subsequent Interest Period are subject to satisfaction of the following conditions subject, in addition to satisfaction on the Closing Effective Date of the conditions set forth in Section 5.14.1, to satisfaction on the date such Loan is made, converted or extended, as applicable, to satisfaction of the following conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, 5 shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) and There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) no of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to the making, conversion or extension of such Loan or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, conversion or extension of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of each of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:4.01 shall have been met as of the Closing Date; (ab) No Default or Event of Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default or Event of Default shall exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall have delivered (i) in the case of any Revolving Loanwith respect to representations and warranties that contain a materiality qualification, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or be true and correct and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (iib) no Default or Event of Default shall exist and be continuing either prior to or after giving effect theretoSection 6.01; and (ci) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) Credit the sum of the aggregate outstanding principal amount balance of the Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) with respect to Term Loans, the LOC Obligations shall amount of such requested Extension of Credit and/or conversion of Revolving Commitments and/or Revolving Loans will not exceed the LOC Committed Amountavailable aggregate Term Loan Commitments. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrower on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the any U.S. Issuing Lender to issue or extend any Letter U.S. Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The relevant Borrower shall have properly delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (iiB) in the case of any U.S. Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)) or (C) in the case of Foreign Swingline Loans, a borrowing request in accordance with the borrowing procedures agreed to by the applicable Borrower and the applicable Foreign Swingline Lender; (iii) the The representations and warranties set forth in Section 6 shallArticle VI shall be, subject to the limitations set forth therein, true and correct in all material respects on and as of the date of such extension of credit, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, unless the failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect; (iii) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (civ) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such U.S. Letter of Credit, Credit as the case may be, (iA) in the case of U.S. Revolving Loans, U.S. Swingline Loans and U.S. Letters of Credit, the sum of the aggregate outstanding principal amount of outstanding U.S. Revolving Loans PLUS plus the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations PLUS outstanding shall not exceed the U.S. Revolving Committed Amount, (B) in the case of U.S. Letters of Credit, the U.S. LOC Obligations outstanding shall not exceed the U.S. LOC Sublimit, (C) in the case of U.S. Swingline Loans, the aggregate principal amount of outstanding U.S. Swingline Loans shall not exceed the Revolving Committed AmountU.S. Swingline Sublimit, and (iiD) in the LOC Obligations case of Foreign Currency Loans, the U.S. Dollar Equivalent of the aggregate principal amount of outstanding Foreign Currency Loans shall not exceed the LOC Foreign Currency Committed AmountAmount and (E) in the case of Foreign Swingline Loans, the U.S. Dollar Equivalent of the aggregate principal amount of outstanding Foreign Swingline Loans shall not exceed the applicable Foreign Swingline Commitment. The delivery of each Notice of Borrowing and Borrowing, each request for a U.S. Swingline Loan, each request for the issuance or extension of a U.S. Letter of Credit pursuant to Section 2.2(b) and each request for a Foreign Swingline Loan, shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (iii) and and, to the best of the applicable Borrower’s knowledge based on then available exchange rate information in the case of any representation in subsection (civ) above involving Foreign Currencies, (iv) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of Loan to the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion,; (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. (a) The obligations effectiveness of each Lender this Agreement (and the Amendment and restatement of the Existing Credit Agreement to be effected thereby) and the obligation of the Lenders to make any Loan and of the Issuing Lender to issue or otherwise extend any Letter credit to the Company upon the occasion of Credit each borrowing hereunder (including the initial Loans and borrowing on the initial Letter of CreditEffective Date) are subject to satisfaction of the following further conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loanprecedent that, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either both immediately prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect such effectiveness and to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (i) no Default shall have occurred and be continuing; and (ii) the application representations and warranties made by the Company in Section 7 hereof, and by each Obligor in each of the proceeds thereof) or other Loan Documents to which it is a party, shall be true and complete on and as of the issuance date of such Letter effectiveness or the date of Creditthe making of such Loan or other extension of credit, as the case may be, with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice of borrowing or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the first sentence of this Section 6.02(a) (both as of the date of such notice and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). (b) The Agent shall have received (i) such Additional Puerto Rico Security Documents as shall be reasonably requested by the sum Agent in proper form for filing in the corresponding Section of the aggregate outstanding principal amount Registry of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed Property of the Revolving Committed AmountCommonwealth as are required from time to time pursuant to this Agreement and payment of all required filing fees, taxes and all other expenses related to such filings and (ii) an opinion of counsel for the LOC Obligations shall not exceed Obligors in form and substance reasonably satisfactory to the LOC Committed AmountAgent in connection with such Additional Puerto Rico Security Documents. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.CREDIT AGREEMENT

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations obligation of each Lender Bank to make any a Syndicated Loan on the occasion of each Borrowing and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter participate in Letters of Credit) are , and of Wachovia to make a Swing Loan is subject to the satisfaction of the following conditions conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing. (b) the fact that, immediately before and after the making of such extensions of credit, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrower contained in addition Article IV of this Agreement shall be true on and as of the date of such Borrowing (except to satisfaction on the Closing Date extent any such representation or warranty is expressly made as of a prior date); and (d) the fact that, immediately after such Borrowing, the conditions set forth in Section 5.1: (a) The Borrower shall have delivered clauses (i) in the case of any Revolving Loan), any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case and (iii) of any Letter of Credit, the Issuing Lender Section 2.01(a) shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations been satisfied. Each Syndicated Borrowing and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant Continuation or Conversion hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties Borrower on the date of such Borrowing as to the truth and accuracy of the correctness facts specified in paragraphs (b), (c) and (d) of this Section; provided, that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan then, (i) if such Borrowing is a Fixed Rate Borrowing or such Notice of Continuation or Conversion is to a Fixed Rate Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be such a representation and warranty by the Borrower only as to the matters specified set forth in subsections paragraphs (b) and (cd) above, and (ii) if such Borrowing is a Base Rate Borrowing, or such Notice of Continuation or Conversions is to a Base Rate Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be a representation and warranty by the Borrower only as to the matters set forth in paragraph (d) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans Loans), and the initial of any L/C Issuer to issue a Letter of Credit) Credit hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of Loan to the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (iiB) in the case of any Swingline Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (C) in the case of any Letter of Credit, to the Issuing Lender shall have received applicable L/C Issuer an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.2(b2.4(b); (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter Loans), convert any existing Loan into a Loan of Credit) another Type or extend any existing Loan into a subsequent Interest Period are subject to satisfaction of the following conditions subject, in addition to satisfaction on the Closing Effective Date of the conditions set forth in Section 5.14.1, to satisfaction on the date such Loan is made, converted or extended, as applicable, to satisfaction of the following conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Revolving Borrowing or Notice of Extension/Conversion; (iib) The Borrower shall, in the case of any Letter of CreditAcquisition Loan, satisfied the Issuing Lender shall have received an appropriate request for issuance conditions set forth in accordance with the provisions of Section 2.2(b)2.3; (ic) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, 5 shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (d) and There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) no of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (e) No Default or Event of Default shall exist and be continuing either prior to the making, conversion or extension of such Loan or after giving effect thereto; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, conversion or extension of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Revolving Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend extent any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.4(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (cd) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of CreditLoan, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate outstanding principal amount of Swing Line Loans plus the LOC Obligations PLUS Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount, Amount and (B) the Borrowing Base and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b2.4(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of each of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; (ab) No Default or Event of Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Credit Parties made in or pursuant to this Credit Agreement and the other Credit Documents shall be true in all material respects (except to the extent that any portion representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the other than those representations and warranties set forth which expressly relate to an earlier date, in Section 6 shallwhich case, subject to the limitations set forth therein, be they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to (i) Immediately following the making of such Loan (and Extension of Credit the application Outstanding Amount of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed AmountAggregate Revolving Commitments and (ii) with respect to Term Loans, the amount of such requested Extension of Credit shall not exceed the aggregate available Term Loan Commitments. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section 4.02.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Revolving Loan (including the initial Loans and the initial Letter of CreditRevolving Loans) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend extent any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B New Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.4(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (cd) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of CreditLoan, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate outstanding principal amount of Swing Line Loans plus the LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b2.4(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any Acquisition Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and (ii) no Default such involuntary case or Event of Default other case, proceeding or other action shall exist and be continuing either prior to remain undismissed, undischarged or after giving effect theretounbonded; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Credit Parties made in or pursuant to this Agreement and the other Credit Documents shall be true in all material respects (except to the extent that any portion representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the other than those representations and warranties set forth which expressly relate to an earlier date, in Section 6 shallwhich case, subject to the limitations set forth therein, be they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) Credit the sum of the aggregate outstanding principal amount balance of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Aggregate Revolving Committed Amount; (e) The Administrative Agent shall have received an Unencumbered Property Certificate as of the Closing Date, substantially in the form of Exhibit C, duly completed and executed by a Responsible Officer of the Borrower; and (f) The Administrative Agent shall have received a Compliance Certificate, substantially in the form of Exhibit D, as of the date of the initial Extension of Credit under this Agreement, signed by a Responsible Officer of the Borrower and including (i) pro forma calculations for the current fiscal quarter based on the amounts set forth in the most recently delivered financial statements and taking into account any Extension of Credit made or requested hereunder as of such date and (ii) pro forma calculations of all financial covenants contained herein for each of the following four (4) fiscal quarters (based on the projections set forth in the materials delivered pursuant to clause (e) of Section 4.01). The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) 76 are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) no (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date); provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that the foregoing representation and warranty condition be satisfied, in which event, the condition in this clause (b) shall be deemed satisfied if the foregoing representation and warranty condition is satisfied as of the date on which the applicable definitive acquisition agreement in respect of such Limited Condition Acquisition is executed and effective; (c) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that no Default or Event of Default (other than a Default or Event of Default under Section 9.1(a) or Section 9.1(f)) shall exist as of the date of funding, in which event, the condition in this clause (c) shall be that (x) no Default or Event of Default shall exist on the date on which the definitive acquisition agreement with respect to such Limited Condition Acquisition is executed and effective and (y) no Default or Event of Default under Section 9.1(a) or Section 9.1(f) shall exist at the date of funding of such Incremental Term Loan; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.3(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations sum of the aggregate principal amount of outstanding Sweep Plus Revolving Loans shall not exceed the LOC Sweep Plus Revolving Committed Amount, and (iii) the sum of the aggregate principal amount of outstanding Non-Sweep Revolving Loans shall not exceed the Non-Sweep Revolving Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b2.3(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b) ), (c), and (c) d), above.

Conditions to All Extensions of Credit. The obligations On the date of each Lender to make any Loan Borrowing and on the date of the Issuing Lender to issue each issuance, amendment, extension or extend any Letter renewal of Credit (including the initial Loans and the initial a Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower Administrative Agent shall have delivered (i) received, in the case of any Revolving Loana Borrowing, any portion a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with Section 2.03(b) or the last paragraph of the Tranche A Term Loan or any portion of the Tranche B Term LoanSection 2.03) or, an appropriate Notice of Borrowing or (ii) in the case of any the issuance of a Letter of Credit, the applicable Issuing Lender Bank and the Administrative Agent shall have received an appropriate request for a notice requesting the issuance in accordance with the provisions of such Letter of Credit as required by Section 2.2(b2.054(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except for those which to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and). (c) In At the case time of a request for a Revolving Loan and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of CreditCredit (other than an amendment, immediately after giving effect to extension or renewal of a Letter of Credit without any increase in the making of such Loan (and the application of the proceeds thereof) or to the issuance stated amount of such Letter of Credit), as the case may beapplicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to (i) any such Borrowing or issuanceBorrowing of U.S. Loans or the sum issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.S. Borrower, clauses (a) and (b) of the aggregate outstanding principal amount Availability Conditions shall be satisfied and (ii) any Borrowing of Revolving U.K. Loans PLUS LOC Obligations PLUS Swingline Loans or the issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of aany Letter of Credit, for the ABL Facility Credit Exposure shall not exceed the Revolving Committed AmountLoan Capaccount of any U.K. Borrower, clauses (a) and (iic) of the LOC Obligations Availability Conditions shall not exceed the LOC Committed Amountbe satisfied. The delivery of each Notice of Each such Borrowing and each request for issuance, amendment, extension or renewal of a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit BorrowerLoan Parties on the date of the correctness of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in subsections paragraphs (b) and and, (c) aboveand (d) of this Section 4.02.

Conditions to All Extensions of Credit. The obligations Lenders’ obligation to provide any extensions of each Lender to make any Loan credit on and of after the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are Closing Date shall be subject to the satisfaction of all of the following conditions (unless waived in addition to satisfaction on writing by the Closing Date of the conditions set forth in Section 5.1:Administrative Agent): (a) The Borrower Administrative Agent shall have delivered (i) received, in the case of any Revolving Loana Borrowing, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loana Borrowing Request as required by Section 2.03 or, an appropriate Notice of Borrowing or (ii) in the case of any the issuance of a Letter of Credit, the applicable Issuing Lender Bank and the Administrative Agent shall have received an appropriate request for a notice requesting the issuance in accordance with the provisions of such Letter of Credit as required by Section 2.2(b2.05(b); (ib) After giving effect to any extension of credit under the DIP ABL Revolver, the DIP ABL Credit Exposure shall not exceed the DIP ABL Loan Cap; (c) With respect to any Credit Event after the first business day that is at least forty-five (45) calendar days following the Petition Date, the Bankruptcy Court shall have entered a Final Order, which Final Order has not been vacated, reversed, modified, amended or stayed without the consent of the Administrative Agent (such consent not to be unreasonably withheld); (d) No trustee or examiner shall have been appointed with respect to the Debtors or their property; (e) The representations and warranties set forth in Section 6 shallthe Loan Documents shall be true and correct in all material respects as of the date of the relevant Credit Event with the same effect as though made on and as of such date, subject except to the limitations set forth therein, extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); and (f) At the time of and (ii) immediately after the relevant Borrowing or issuance, amendment, extension or renewal of a Letter of Credit, as applicable, no Default or Event of Default shall exist have occurred and be continuing either prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of continuing. Each such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for issuance, amendment, extension or renewal of a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower on the date of the correctness of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in subsections paragraphs (b) and through (cf) aboveof this Section 4.02.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lender Lenders to issue issue, amend, renew or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in General Administrative Agent and the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Applicable Administrative Agent shall have received an appropriate request for issuance a Borrowing Request in accordance with Section 2.03 or a notice requesting the provisions issuance, amendment, renewal or extension of a Letter of Credit under Section 2.2(b4.01(b);, as the case may be. (ib) The Effective Date shall have occurred. (c) The representations and warranties of each Borrower set forth in the Loan Documents (other than the representations and warranties set forth in Section 6 shallSections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of any such Borrowing or the date of issuance, subject amendment, renewal or extension of such Letter of Credit, as applicable; provided that, (i) to the limitations set forth thereinextent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default to the extent such representations and warranties are qualified by materiality, such representations and warranties shall exist be true and be continuing either prior to or after giving effect thereto; andcorrect in all respects. (cd) In At the case time of a request for a Revolving Loan or a Letter of Credit, and immediately after giving effect to such Borrowing, or the making of such Loan (and the application of the proceeds thereof) issuance, amendment, renewal or to the issuance extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (e) In the case may beof a Borrowing by a Borrowing Subsidiary, the rate of interest applicable to such Borrowing under this Agreement (iwithout giving effect to Section 12.23) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amountmaximum rate permitted under applicable law. Each Borrowing and the issuance, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery amendment, renewal or extension of each Notice of Borrowing and each request for a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of Company on the correctness of date thereof as to the matters specified in subsections paragraphs (bc) and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall be true and correct in all material aspects as of such earlier date); (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cv) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving lesser of (I) the Committed AmountAmount and (II) the Borrowing Base, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Second Restatement Effective Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) to the Administrative Agent, in the case of any Revolving LoanNew Term Loans, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate a Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Borrowing; (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 31, 1999, which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC outstanding Obligations shall not exceed the LOC Aggregate Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness as of the date of such delivery of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter Loans), convert any existing Loan into a Loan of Credit) another Type or extend any existing Loan into a subsequent Interest Period are subject to satisfaction of the following conditions subject, in addition to satisfaction on the Closing Effective Date of the conditions set forth in Section 5.14.1, to satisfaction on the date such Loan is made, converted or extended, as applicable, to satisfaction of the following conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Revolving Borrowing or Notice of Extension/Conversion; (b) The Borrower shall have delivered in the case of any portion of the Tranche A Term Loan or any portion of the Tranche B Term Acquisition Loan, an appropriate Notice of Acquisition Loan Borrowing or (ii) and otherwise satisfied the conditions set forth in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)2.3; (ic) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, 5 shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (d) and There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) no of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (e) No Default or Event of Default shall exist and be continuing either prior to the making, conversion or extension of such Loan or after giving effect thereto; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, conversion or extension of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Revolving Borrowing or Notice of Acquisition Loan Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate a Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Borrowing; (ib) the The representations and warranties set forth in Section 6 and in any certification delivered pursuant to Section 7.1 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower or any material Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) No development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since December 31, 2007 (other than with respect to matters reflected in Schedule 6.8, which matters have not had and are not likely to have a Material Adverse Effect); (f) The Borrower shall have paid all fees due to the Lenders on such date, pursuant to the Agents’ Fee Letter; (g) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application borrowing of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may beInitial Loans, (i) an officer’s certificate of the Borrower that amounts payable by the Borrower to holders of the Convertible Notes in respect of the Sept 2008 Put Right will be timely paid after the funding of the Initial Loans and in accordance with the Convertible Notes Indenture, (ii) the Initial Loan Availability Period shall not have expired and (iii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Initial Loans shall not exceed the Revolving Initial Loan Committed Amount; and (h) In the case of the borrowing of the Delayed Draw Loans, and (i) the Tax Payment shall have been made, or substantially concurrently with the borrowing of the Delayed Draw Loans shall be made, (ii) the LOC Obligations Delayed Draw Loan Availability Period shall not have expired and (iii) the sum of the aggregate outstanding principal amount of Delayed Draw Loans shall not exceed the LOC Delayed Draw Loan Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses 5.2 (b), (c), (d), (e), (f), (g) (in the case of the borrowing of the Initial Loans) and (ch) (in the case of the borrowing of the Delayed Draw Loans) above.

Conditions to All Extensions of Credit. The obligations In addition to any -------------------------------------- applicable conditions precedent set forth elsewhere in this Article IV or in Article II, the obligation of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are is subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth of Borrower which contain any qualification as to materiality or as to a Material Adverse Effect contained in Section 6 shallArticle V, subject or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct and the representations and warranties of the Borrower which contain no qualification as to the limitations set forth thereinmateriality or as to a Material Adverse Effect contained in Article V or which are contained in any certificate, document or financial or other statement furnished at any time under or in -41- connection herewith or therewith, shall be true and correct in all material respects respects, in each case on and as of the date of such date (Extension of Credit, except for those which expressly relate to an the extent that such representations and warranties specifically refer to any earlier date; provided, however, that for purposes of this Section 4.02, in each representation and warranty in Article V that makes a reference to a Schedule, the representation under this Section that each representation and warranty in Article V is true on and as of the date of the making of such Extension of Credit shall take into account (i) and any subsequent amendments to any Schedule referred to therein, (ii) any exception contained in a written notice received by the Administrative Agent that makes specific reference to the applicable Schedule, or (iii) any written disclosure made by the Borrower or any of its Subsidiaries prior to the date as of which such representation or warranty is made, provided that the Requisite Lenders shall have consented to such amendment, exception, or disclosure. (b) no Default or Event of Default shall exist and be continuing either prior to exists, or after giving effect thereto; andwould result from such proposed Extension of Credit. (c) In Administrative Agent shall have timely received a Request for Extension of Credit by Requisite Notice by the case of a request for a Revolving Loan Requisite Time therefor. (d) Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or a Letter of Credit, immediately after giving effect consents related to the making of such Loan (and the application of the proceeds thereof) foregoing as Administrative Agent or to the issuance of such Letter of Credit, as the case Requisite Lenders reasonably may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) aboverequire.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Credit Parties made in or pursuant to this Agreement and the other Credit Documents shall be true in all material respects (except to the extent that any portion representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the other than those representations and warranties set forth which expressly relate to an earlier date, in Section 6 shallwhich case, subject to the limitations set forth therein, be they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter Extension of Credit, as the case may be, (i) the sum Outstanding Amount of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Aggregate Revolving Committed Amount, Amount and (ii) the LOC Outstanding Amount of the Term Loan Obligations shall not exceed the LOC Aggregate Term Loan Committed Amount. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. (a) The obligations effectiveness of each Lender this Agreement (and the Amendment and restatement of the Existing Credit Agreement to be effected thereby) and the obligation of the Lenders to make any Loan and of the Issuing Lender to issue or otherwise extend any Letter credit to the Company upon the occasion of Credit each borrowing hereunder (including the initial Loans and borrowing on the initial Letter of CreditEffective Date) are subject to satisfaction of the following further conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loanprecedent that, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either both immediately prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect such effectiveness and to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (i) no Default shall have occurred and be continuing; and (ii) the application representations and warranties made by the Company in Section 7 hereof, and by each Obligor in each of the proceeds thereof) or other Loan Documents to which it is a party, shall be true and complete on and as of the issuance date of such Letter effectiveness or the date of Creditthe making of such Loan or other extension of credit, as the case may be, with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice of borrowing or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the first sentence of this Section 6.02(a) (both as of the date of such notice and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). (b) The Agent shall have received (i) such Additional Puerto Rico Security Documents as shall be reasonably requested by the sum Agent in proper form for filing in the corresponding Section of the aggregate outstanding principal amount Registry of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed Property of the Revolving Committed AmountCommonwealth as are required from time to time pursuant to this Agreement and payment of all required filing fees, taxes and all other expenses related to such filings and (ii) an opinion of counsel for the LOC Obligations shall not exceed Obligors in form and substance reasonably satisfactory to the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified Agent in subsections (b) and (c) aboveconnection with such Additional Puerto Rico Security Documents.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) on any date are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of CreditLoans) are subject to satisfaction of each of the following conditions (in addition to satisfaction on the Closing Date of each of the conditions set forth in Section 5.1:5.1 as of the Closing Date and satisfaction on of each of the conditions set forth in Section 5.2 as of the Effective Date): (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Borrowing; (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against either of the Credit Parties or Sheridan an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of CreditLoan, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving lesser of (i) the Committed Amount, Amount and (ii) 50% of the LOC Obligations purchase price paid by the Borrower for Tendered Shares; (f) In the case of the second advance on the Tender Loan, the Agent shall not exceed have received all certificates evidencing the LOC Committed Amount. Tendered Shares which were tendered pursuant to a Notice of Guaranteed Delivery; and (g) The Agent shall have received evidence that the Investor Group shall have made aggregate cash equity investments in the Borrower (directly or indirectly through the Parent) on terms that are satisfactory to the Agent and in an amount at least equal to 50% of the purchase price actually paid by the Borrower for Tendered Shares plus all expenses incurred by the Borrower in connection with the Tender Offer The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (c) aboved).

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (ai) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ij) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) no (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date); (k) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; and (cl) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. CHAR1\1351553v8 75 The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date), which shall be true and correct in all material aspects as of such earlier date; (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cv) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving lesser of (I) the Committed AmountAmount and (II) the Borrowing Base, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of No circumstances, events or conditions shall have occurred since March 31, 1998 which has had or could have a request for a Revolving Loan or a Letter of Credit, immediately Material Adverse Effect. (e) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus Swingline Loans outstanding plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (c) abovee).

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Revolving Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Revolving Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS and LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender the Lenders to make any Loan and of the Issuing Lender to issue or otherwise extend any credit to Borrower upon the occasion of each Borrowing or other extension of credit (whether by making a Loan or issuing a Letter of Credit Credit) hereunder (including the initial Loans and the initial Letter of Creditborrowing) are is subject to satisfaction of the following further conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: precedent that: (a) The Borrower shall have delivered No Default or Event of Default; Representations and Warranties True. Both immediately prior to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (i) in the case no Default or Event of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Default shall have occurred and be continuing; (ii) in the case each of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth made by the Credit Parties in Section 6 shall, subject Article VIII and by each Credit Party in each of the other Credit Documents to the limitations set forth therein, which it is a party shall be true and correct in all material respects on and as of the date of the making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (except for those it being understood and agreed that any such representation or warranty which expressly relate to by its terms is made as of an earlier date shall be required to be true and correct in all material respects only as such earlier date) , and that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the applicable date); and (iiiii) no Default or Event from and after December 31, 2015 and until the Xxxx Massachusetts Project Opening Date, if the Credit Parties have not received Equity Contributions as of Default shall exist and be continuing either prior such date in an amount equal to or after giving effect thereto; and greater than the Equity Contribution Threshold, the aggregate amount of all Revolving Loans outstanding (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereofrequested Revolving Loan) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the amount of the Equity Contributions made on or prior to the date such Revolving Committed AmountLoan is made; provided, and (ii) that prior to the LOC Obligations Xxxx Massachusetts Project Opening Date Borrower shall not exceed be required to satisfy the LOC Committed Amount. The delivery of each Notice of Borrowing conditions in this Section 7.02(a)(iii) in connection with any Loan requested by Borrower to be utilized solely to pay interest or fees due and each request for a Letter of Credit pursuant payable or to Section 2.2(b) shall constitute a representation become due and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) abovepayable under this Agreement.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of each of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties made in or pursuant to this Agreement and the other Credit Documents shall have delivered be true in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the date of such Extension of Credit, other than those representations and warranties which expressly relate to an earlier date, in which case, they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; (i) Immediately following the making of such Extension of Credit the Outstanding Amount of the Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (ii) with respect to Term Loans, the amount of such requested Extension of Credit shall not exceed the aggregate available Term Loan Commitments; and (e) In the case of an Extension of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Revolving Lenders (in the case of any Revolving LoanLoans to be denominated in an Alternative Currency), the Required Term Lenders (in the case of any portion of Term Loans to be denominated in an Alternative Currency) or the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or L/C Issuer (ii) in the case of any Letter of Credit, Credit to be denominated in an Alternative Currency) would make it impracticable for such Extension of Credit to be denominated in the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the relevant Alternative Currency. The making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.