Common use of Conditions to Effectiveness of this Waiver Clause in Contracts

Conditions to Effectiveness of this Waiver. This Waiver shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the "Waiver Effective Date"): (a) executed counterparts of this Waiver, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders; (b) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Date; (c) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default or event of default occurring under the Bank Credit Agreement resulting from (i) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and (iii) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit Agreement, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) shall not be less than $500,000,000 and the Company shall be permitted to draw thereon; and the "Termination Date" shall not be on a date prior to January 14, 2010; (d) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2003 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); (e) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2006 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); (f) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default, event of default, termination event or amortization event occurring under the Securitization Facility resulting from any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 thereof and a cross default to the Bank Credit Agreement based on similar events of default thereunder, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); and (g) a statement of the Company's and its Subsidiaries' cash balances as of the close of business on Friday, November 10, 2006, certified as true and correct by a Senior Financial Officer.

Conditions to Effectiveness of this Waiver. 3.1 This Waiver shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the "Waiver Effective Date"):satisfied: (a) executed counterparts of this Waiver, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders; (b) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Datehereof; (c) the Company shall have furnished delivered to each Noteholder financial projections for the Noteholders fiscal quarter ending December 31, 2013, which shall include a projected consolidated balance sheet and their special counsel an executed copy projected consolidated statements of an amendmentincome, modificationstockholders’ equity and cash flow for such period, waiver or consent necessary in each case prepared in a manner consistent with the financial statements previously delivered pursuant to waive any default or event of default occurring under the Bank Credit Agreement resulting from (iSection 7.1(a) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and the information (iiiincluding detailed calculations) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit Agreement, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance required to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) shall not be less than $500,000,000 determine projected Consolidated Tangible Net Worth and the Company shall be permitted to draw thereon; and the "Termination Date" shall not be on a date prior to January 14Consolidated Leverage Ratio as of December 31, 20102013; (d) the Company shall have furnished delivered to each Noteholder evidence that the parties to the Noteholders Bank Credit Agreement shall have duly executed and their special counsel delivered an executed copy of a amendment and/or waiver necessary to waive the defaults or events of default occurring under the 2003 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of same effect as this Waiver (the “Bank Credit Agreement Waiver, and ”) which such amendment and/or waiver shall be reasonably satisfactory in form and substance reasonably satisfactory to the Noteholders Required Holders and their special counsel (including, without limitation, with respect which shall not contain any provisions or amendments which relate to any waiver material affirmative or negative covenants or any events of default or remedies thereunder not expiring before and the end effect of which is to subject the Waiver Period hereunder)Company or any of its Subsidiaries to any more onerous or more restrictive provisions; (e) the Company each Noteholder shall have furnished received, by payment in immediately available funds to the Noteholders and their special counsel an executed copy account of a waiver necessary such holder set forth in Schedule A to waive the defaults or events of default occurring under the 2006 Note Purchase Agreement which are similar or to such other account as such Noteholder shall have heretofore provided to the Events of Default described Company, the amount set forth opposite such Noteholder’s name in Section Schedule 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder);attached hereto; and (f) the Company shall have furnished paid the fees and expenses of Xxxxxx Xxxxxx LLP, special counsel to the Noteholders Noteholders, in connection with the negotiation, preparation, approval, execution and their special counsel an executed copy delivery of an amendment, modification, waiver or consent necessary to waive any default, event of default, termination event or amortization event occurring under the Securitization Facility resulting from any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 thereof and a cross default to the Bank Credit Agreement based on similar events of default thereunder, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); and (g) a statement of the Company's and its Subsidiaries' cash balances as of the close of business on Friday, November 10, 2006, certified as true and correct by a Senior Financial Officerthis Waiver.

Conditions to Effectiveness of this Waiver. 3.1. This Waiver shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the "Waiver Effective Date"):satisfied: (a) executed counterparts of this Waiver, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders; (b) each Guarantor shall have duly executed the Reaffirmation of Guaranty Agreement attached hereto; (c) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Date; (c) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default or event of default occurring under the Bank Credit Agreement resulting from (i) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and (iii) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit Agreement, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) shall not be less than $500,000,000 and the Company shall be permitted to draw thereon; and the "Termination Date" shall not be on a date prior to January 14, 2010hereof; (d) the Company shall have furnished delivered to each Noteholder evidence that (1) the parties to the Noteholders Bank Credit Agreement shall have duly executed and their special counsel delivered an executed copy of a waiver necessary agreement to waive the defaults or events of default occurring same effect as this Waiver (the “Credit Agreement Waiver”) so that no Default as defined in the Bank Credit Agreement would exist under the 2003 Note Purchase Bank Credit Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of during the Waiver Period hereunderand (2) the parties to that certain Amended and Restated Loan Facility Agreement and Guaranty dated as of November 19, 2004 by and among the Company, as Sponsor, Bank of America, N.A., as Servicer, AmSouth Bank, as Documentation Agent, SunTrust Bank, as Co-Syndication Agent, and Wachovia Bank, N.A., as Co-Syndication Agent, and the Participants party thereto (as amended to the date hereof, the “Loan Facility Agreement”), shall have duly executed and delivered an agreement to the same effect as this Waiver (the “Loan Facility Waiver”) so that no Credit Event as defined in the Loan Facility Agreement would exist under the Loan Facility Agreement during the Waiver Period; (e) the Company shall have furnished delivered to each Noteholder an Officer’s Certificate, dated the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2006 Note Purchase Agreement which are similar to the Events of Default described in Section 1 effective date of this Waiver, and such waiver shall be reasonably satisfactory certifying that the conditions specified in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder);Section 3.1(c) hereof have been fulfilled; and (f) the Company shall have furnished paid the reasonable fees and expenses of Xxxxxx Xxxxxx LLP, special counsel to the Noteholders Noteholders, in connection with the negotiation, preparation, approval, execution and their special counsel an executed copy delivery of an amendment, modification, waiver or consent necessary to waive any default, event of default, termination event or amortization event occurring under the Securitization Facility resulting from any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 thereof and a cross default to the Bank Credit Agreement based on similar events of default thereunder, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); and (g) a statement of the Company's and its Subsidiaries' cash balances as of the close of business on Friday, November 10, 2006, certified as true and correct by a Senior Financial Officerthis Waiver.

Conditions to Effectiveness of this Waiver. This Waiver shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the "Waiver Effective Date"): (a) executed counterparts of this Waiver, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders; (b) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Date; (c) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default or event of default occurring under the Bank Credit Agreement resulting from (i) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and (iii) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit Agreement, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) shall not be less than $500,000,000 and the Company shall be permitted to draw thereon; and the "Termination Date" shall not be on a date prior to January 14, 2010; (d) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2003 1998 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); (e) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2006 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); (f) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default, event of default, termination event or amortization event occurring under the Securitization Facility resulting from any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 thereof and a cross default to the Bank Credit Agreement based on similar events of default thereunder, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); and (g) a statement of the Company's and its Subsidiaries' cash balances as of the close of business on Friday, November 10, 2006, certified as true and correct by a Senior Financial Officer.

Conditions to Effectiveness of this Waiver. This Waiver shall not become effective until, and the limited waiver contained herein shall become effective when, on the date (the “Waiver Effective Date”) when each and every one of the following conditions set forth below shall have been satisfied (fulfilled to the "Waiver Effective Date"):satisfaction of the Administrative Agent: (a) executed The Administrative Agent shall have received counterparts of this Waiver, duly executed by and delivered on behalf of the Company Borrower and the Required Holders, shall have been delivered to the Noteholders;other Loan Parties. (b) Other than the Financial Noncompliance Matters, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Company set forth Borrower contained in Section 2 hereof are true and correct on and with respect to the date hereof and (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Date; (c) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default or event of default occurring under the Bank Credit Agreement resulting from (i) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and (iii) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit Agreement, and any such amendmentall representations and warranties of each other Loan Party in each Loan Document to which it is a party, modification, waiver or consent shall be reasonably satisfactory true and correct in form all material respects at the Waiver Effective Date as if made on and substance as of such Waiver Effective Date, except that (a) any representation or warranty relating to any financial statements shall be deemed to be applicable to the Noteholders and their special counsel (including, without limitation, financial statements most recently delivered to the Administrative Agent in accordance with respect to any waiver thereunder not expiring before the end provisions of the Waiver Period hereunder); Loan Documents, (b) each other representation or warranty expressly stated to be made as of the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) Closing Date shall not be less deemed to have been repeated as of any date other than $500,000,000 the Closing Date, and the Company (c) any representation or warranty relating to any financial statements shall be permitted deemed to draw thereon; and be qualified by the "Termination Date" shall not be on a date prior to January 14, 2010;existence of the Financial Noncompliance Matters. (d) the Company The Borrower shall have furnished delivered to the Noteholders Administrative Agent (1) certified copies of evidence of all corporate and their special counsel an executed copy of a waiver necessary company actions taken by the Borrower and the other Loan Parties to waive authorize the defaults or events of default occurring under the 2003 Note Purchase Agreement which are similar to the Events of Default described in Section 1 execution and delivery of this Waiver, and such waiver shall be reasonably satisfactory in form and substance (2) certified copies of any amendments to the Noteholders and their special counsel (includingarticles or certificate of incorporation, without limitationbylaws, with respect to any waiver thereunder not expiring before the end partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Waiver Period hereunder);and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) the Company shall have furnished All documents delivered pursuant to the Noteholders and their special counsel an executed copy this Waiver must be of a waiver necessary to waive the defaults or events of default occurring under the 2006 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance satisfactory to the Noteholders Administrative Agent and their special counsel (includingits counsel, without limitation, with respect and all legal matters incident to any waiver thereunder not expiring before the end of the this Waiver Period hereunder); (f) the Company shall have furnished must be satisfactory to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default, event of default, termination event or amortization event occurring under the Securitization Facility resulting from any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 thereof and a cross default to the Bank Credit Agreement based on similar events of default thereunder, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); and (g) a statement of the Company's and its Subsidiaries' cash balances as of the close of business on Friday, November 10, 2006, certified as true and correct by a Senior Financial OfficerAdministrative Agent’s counsel.

Conditions to Effectiveness of this Waiver. This Waiver shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the "Waiver Effective Date"): (a) executed counterparts of this Waiver, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders; (b) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Date; (c) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default or event of default occurring under the Bank Credit Agreement resulting from (i) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and (iii) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit Agreement, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) shall not be less than $500,000,000 and the Company shall be permitted to draw thereon; and the "Termination Date" shall not be on a date prior to January 14, 2010; (d) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2003 1998 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); (e) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2006 2003 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); (f) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default, event of default, termination event or amortization event occurring under the Securitization Facility resulting from any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 thereof and a cross default to the Bank Credit Agreement based on similar events of default thereunder, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); and (g) a statement of the Company's and its Subsidiaries' cash balances as of the close of business on Friday, November 10, 2006, certified as true and correct by a Senior Financial Officer.

Conditions to Effectiveness of this Waiver. This Waiver shall not become effective until, and the limited waiver contained herein shall become effective when, on the date (the “Waiver Effective Date”) when each and every one of the following conditions set forth below shall have been satisfied (fulfilled to the "Waiver Effective Date"):satisfaction of the Administrative Agent: (a) executed The Administrative Agent shall have received counterparts of this Waiver, duly executed by and delivered on behalf of the Company Borrower and the Required Holders, shall have been delivered to the Noteholders;other Loan Parties. (b) Other than the Specified Failure, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) All representations and warranties of the Company set forth Borrower contained in Section 2 hereof are true and correct on and with respect to the date hereof and (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Date; (c) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default or event of default occurring under the Bank Credit Agreement resulting from (i) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and (iii) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit Agreement, and any such amendmentall representations and warranties of each other Loan Party in each Loan Document to which it is a party, modification, waiver or consent shall be reasonably satisfactory true and correct in form all material respects at the Waiver Effective Date as if made on and substance as of such Waiver Effective Date, except that (a) any representation or warranty relating to any financial statements shall be deemed to be applicable to the Noteholders and their special counsel (including, without limitation, financial statements most recently delivered to the Administrative Agent in accordance with respect to any waiver thereunder not expiring before the end provisions of the Waiver Period hereunder); Loan Documents and (b) each other representation or warranty expressly stated to be made as of the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) Closing Date shall not be less deemed to have been repeated as of any date other than $500,000,000 and the Company shall be permitted to draw thereon; and the "Termination Closing Date" shall not be on a date prior to January 14, 2010;. (d) the Company The Borrower shall have furnished delivered to the Noteholders Administrative Agent (1) certified copies of evidence of any corporate and their special counsel an executed copy of a waiver necessary company actions taken by the Borrower and the other Loan Parties to waive authorize the defaults or events of default occurring under the 2003 Note Purchase Agreement which are similar to the Events of Default described in Section 1 execution and delivery of this Waiver, and such waiver shall be reasonably satisfactory in form and substance (2) certified copies of any amendments to the Noteholders and their special counsel (includingarticles or certificate of incorporation, without limitationbylaws, with respect to any waiver thereunder not expiring before the end partnership certificate or operating agreement of the Borrower and each other Loan Party since December 28, 2012, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Waiver Period hereunder);and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) the Company shall have furnished All documents delivered pursuant to the Noteholders and their special counsel an executed copy this Waiver must be of a waiver necessary to waive the defaults or events of default occurring under the 2006 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance satisfactory to the Noteholders Administrative Agent and their special counsel (includingits counsel, without limitation, with respect and all legal matters incident to any waiver thereunder not expiring before the end of the this Waiver Period hereunder); (f) the Company shall have furnished must be satisfactory to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default, event of default, termination event or amortization event occurring under the Securitization Facility resulting from any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 thereof and a cross default to the Bank Credit Agreement based on similar events of default thereunder, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); and (g) a statement of the Company's and its Subsidiaries' cash balances as of the close of business on Friday, November 10, 2006, certified as true and correct by a Senior Financial OfficerAdministrative Agent’s counsel.

Conditions to Effectiveness of this Waiver. This Waiver shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the "Waiver Effective Date"): upon (a) executed receipt by the Administrative Agent of counterparts of this Waiver, Waiver duly executed or consented to by the Company, the Administrative Agent and the Required Lenders and (b) payment by the Company of a fee for the account of each Lender executing and delivering the Waiver on or prior to 12:00 p.m. (New York City time) on Friday, June 16, 2006 (or such later time as the Company and the Required HoldersAdministrative Agent shall agree) in an amount equal to 0.25% of such Lender's Commitment; and (c) by 5:00 p.m. (New York City time) on June 16, 2006, the Company shall have been delivered received and accepted either (A) a commitment letter or equivalent agreement with one or more financial institutions reasonably satisfactory to the Noteholders; (b) the representations and warranties Administrative Agent providing for a fully committed financing for a repurchase or payment of the Company Exchange Notes or all of the Existing Notes on terms consistent with the terms set forth for such a financing in Section 2 hereof are true the presentation to the Lenders dated June 5, 2006 and correct otherwise on terms reasonable under the circumstances (such commitment letter or other agreement, the "Backstop Commitment Letter"), provided that, if the Backstop Commitment Letter does not provide a commitment for the repurchase or payment of the Senior Subordinated Notes, either the Senior Subordinated Waiver or the Senior Subordinated Commitment (each as defined below) shall also be in full force and effect, or (B) (i) lock up agreements with holders of at least 51% of each of the 4 5/8% Notes and the 3 3/8% Notes, on terms reasonably acceptable to the Administrative Agent, providing the terms for Existing Notes Waivers with respect to each of the 4 5/8% Notes and the 3 3/8% Notes (such lock up agreements and, together with, upon effectiveness thereof, such Existing Notes Waivers, the "Exchange Note Waivers"), and (ii) either (1) a commitment letter or equivalent agreement with one or more financial institutions reasonably satisfactory to the Administrative Agent providing for a fully committed financing for a repurchase or payment of the Senior Subordinated Notes with new senior subordinated notes (such commitment letter or other agreement, the "Senior Subordinated Commitment"), or (2) a lock up agreement with holders of at least 51% of the holders of the Senior Subordinated Notes, on terms reasonably acceptable to the Administrative Agent, providing the terms for an Existing Notes Waiver with respect to the date hereof and Senior Subordinated Notes (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Date; (c) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendmentlock up agreement, modificationand, waiver or consent necessary to waive any default or event of default occurring under the Bank Credit Agreement resulting from (i) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreementtogether with, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of upon effectiveness thereof, such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and (iii) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit AgreementExisting Notes Waiver, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) shall not be less than $500,000,000 and the Company shall be permitted to draw thereon; and the Senior Subordinated Waiver"Termination Date" shall not be on a date prior to January 14, 2010; (d) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2003 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); (e) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2006 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); (f) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default, event of default, termination event or amortization event occurring under the Securitization Facility resulting from any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 thereof and a cross default to the Bank Credit Agreement based on similar events of default thereunder, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); and (g) a statement of the Company's and its Subsidiaries' cash balances as of the close of business on Friday, November 10, 2006, certified as true and correct by a Senior Financial Officer.