Common use of Conditions to Initial Credit Extension Clause in Contracts

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: [reserved]; executed counterparts of this Agreement; a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; each Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: except to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and evidence that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; an opinion from Kxxxxxxx & Exxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit N;

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject sub ject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower Bor rower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals orig inals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specifiedspeci fied, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: [reserved](i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least two (2) Business Days in advance of the Closing Date; (iv) each Collateral Document set forth in Section 1.01C 1.OlC of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: except to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and (B) evidence that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates cer tificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require re quire evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other oth er Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; an opinion from Kxxxxxxx & Exxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit N;-91-

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver by the Lead Arranger) of the following conditions precedent, except as otherwise agreed between the Lead Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals original, .pdf or pdf facsimile copies or delivered by other facsimiles electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party: (i) a Committed Loan Notice, executed by a Responsible Officer of the signing Loan Party each and in form and substance reasonably satisfactory to accordance with the Administrative Agent and its legal counsel: [reserved]requirements hereof; executed (ii) counterparts of this AgreementAgreement executed by the Parent, the Lead Borrower and each of the Subsidiary Guarantors; (iii) a Note executed by the Lead Borrower in favor of each Lender that has requested a Note at least two three (23) Business Days in advance of the Closing Date; (iv) each Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with: except to the extent delivered to the Term Agent (A) if required pursuant to the Term Loan Credit Agreement Documentation and terms of the Term Loan Intercreditor Agreementrelevant Collateral Documents, certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or comparable powers executed in blank and instruments instruments, if any, evidencing the Pledged Debt indorsed in blank; and evidence that all (B) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other actions, recordings and filings required appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative AgentSecurity Agreement; (v) such certificates of good standing (to the extent such concept existsexists and subject to Schedule 6.13(b)) and corporate charters from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or and other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; an (vi) a customary opinion from Kxxxxxxx each of Xxxxxxxx & Exxxx Xxxxx LLP and Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, LLP, New York as counsel to the Loan Parties, substantially in ; and (vii) a solvency certificate from the form of Exhibit N;chief financial officer (or equivalent officer) 130

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each Party: (i) a Request for Credit Extension in form and substance reasonably satisfactory to accordance with the Administrative Agent and its legal counsel: [reserved]requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower Borrowers in favor of each Lender that has requested a Note at least two three (23) Business Days in advance of the Closing Date; (iv) a copy of the charter or certificate of formation (or the equivalent thereof) of each Loan Party certified by the secretary of state of the state of formation, if applicable, of such Loan Party and the other Organization Documents of each Loan Party; (v) subject to the proviso at the end of this Section 4.01(a), each Collateral Document and each other document set forth in Section 1.01C of the Confidential Disclosure Letter on Schedule 4.01 required to be executed on the Closing Date as indicated on under such scheduleSchedule 4.01, in each case duly executed by each Loan Party thereto, together with: except (A) subject to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor AgreementSection 10.20, certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and (B) evidence that of all other actions, recordings and filings required by the Collateral Loan Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative AgentAgent (including the filing of); and (C) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement); (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; an opinion (vii) customary opinions from Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP and Xxxx, Stettinius & Hollister LLP, New York counsel to the Loan Parties, ; (viii) a solvency certificate from the chief financial officer of the Parent Borrower (after giving effect to the Transactions) substantially in the form of Exhibit N;D-3 hereto; -108

Conditions to Initial Credit Extension. The obligation of each Lender to make a -45- 6553436v9 Before or concurrently with the initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative AgentExtension: The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originalsa) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent shall have received for each Lender this Agreement and its legal counsel: [reserved]; executed counterparts of this Agreement; a Note each other Loan Document duly executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; each Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such scheduleBorrowers, duly executed by each any applicable Loan Party thereto, together with: except to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blankLenders; and evidence that all other actions, recordings and filings required by the Collateral Documents that (b) the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided received for in a manner reasonably satisfactory to the Administrative Agent; each Lender such certificates of good standing (to the extent such concept exists) from the applicable secretary of state Lender’s duly executed Revolving Credit Notes of the state of organization of each Loan PartyBorrowers and otherwise in compliance with the provisions of, certificates of resolutions or other actionas applicable, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as §2.1.3 and §2.2.3 hereof; (c) the Administrative Agent may reasonably require evidencing shall have received for each Lender certified copies of the identitycharter, authority articles of incorporation and capacity bylaws (or comparable organizational documents for the applicable jurisdiction) of the Loan Parties and any amendments thereto, certified in each Responsible Officer thereof instance by its Secretary, Assistant Secretary or other duly authorized to act as a Responsible Officer in connection with officer of such Loan Party; (d) the Administrative Agent shall have received for each Lender copies of resolutions of the Board of Directors of the Loan Parties (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on its behalf, all certified in each instance by its Secretary, Assistant Secretary or other duly authorized officer of such Loan Party; (e) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for each of the Loan Parties (or the substantive equivalent certificates for Loan Parties outside of the United States) from the office of the secretary of the state of its incorporation or organization and of each state or jurisdiction in which it is qualified to be do business as a party foreign corporation or organization; (f) the Administrative Agent shall have received the upfront fee set forth in § 5.4(a) and the reasonable fees and expenses of the Administrative Agent’s counsel; (g) the Administrative Agent shall have received for the benefit of each Lender the favorable written opinion of counsel to each Borrower, in form and substance satisfactory to the Administrative Agent; (h) the Administrative Agent shall have received financing statement and tax lien search results against the Property of the Borrowers evidencing the absence of Liens on such Property except as permitted by §9.2 hereof; (i) the Administrative Agent shall have received satisfactory evidence of payoff of the Existing Credit Facility and release of any Borrowers’ obligations of any kind thereunder; (j) the Administrative Agent shall have received on or prior to the Closing Date a duly executed Security Agreement dated as of the Closing Date; an opinion from Kxxxxxxx & Exxxx LLP, New York counsel together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the Loan Parties, substantially priority of the security interest of the Administrative Agent in the form of Exhibit N;Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) any and all documents representing all securities, chattel paper and instruments being pledged pursuant to such Security Agreement and related undated powers or endorsements duly executed in blank, (C) authorization from Borrowers to file any UCC financing statements covering the Collateral; (D) any and all Intellectual Property Security Agreements; and (E) if requested by

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) [reserved]; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iv) each Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) except to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and (B) evidence that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit N;; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; -109-

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: [reserved](i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least two (2) Business Days in advance of the Closing Date; (iv) each Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: except to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and (B) evidence that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit N;; (vii) [reserved]; -109- (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) certified copies of the Acquisition Agreement and schedules thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date and that the condition specified in clause (c) below has been satisfied; and (x) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clause (iv) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Material Domestic Subsidiaries other than any Unrestricted Subsidiaries) shall not constitute conditions precedent to any Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date or without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder and invoiced at least three (3) Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement as in effect on December 20, 2011 (without giving effect to any amendments, consents or waivers by Holdings that are material and adverse to the Lenders or the Arrangers (as reasonably determined by the Arrangers) without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not material and adverse to the interests of the Lenders or the Arrangers, but shall reduce the commitments in respect of the Term Loans and the unsecured bridge loans (if any) (or Senior Notes) to be incurred or issued on the Closing Date, ratably and (b) any amendment to the definition of “Material Adverse Change” or “Material Adverse Effect” in such Acquisition Agreement is material and adverse to the interests of the Lenders and the Arrangers)) and (ii) the Refinancing shall have been consummated.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Administrative Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf electronically transmitted copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: [reserved]; (i) executed counterparts of this AgreementAgreement and the Guaranty; (ii) a Revolving Credit Note executed by the Borrower Borrowers in favor of each Lender that has requested a Revolving Credit Note at least two (2) Business Days in advance of the Closing Date; (iii) subject to Section 6.13, each Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: except to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank (or equivalent in any applicable jurisdiction) and instruments evidencing the Pledged Debt indorsed in blank; and (B) perfection certificates (where applicable) and evidence that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agentmanner; (iv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing DateDate and customary good standing and foreign qualification certificates (where applicable, or other customary functionally equivalent certificates or abstracts) for each Loan Party; an (v) a customary opinion from Kxxxxxxx (A) Ropes & Exxxx Xxxx LLP, New York counsel to the Loan Parties, substantially in and (B) each local and foreign counsel to the form of Exhibit N;Loan

Conditions to Initial Credit Extension. The obligation of each Lender to make a fund its portion of the initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedentprecedent (other than each item or condition, except if any, listed on Schedule 4.01, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 4.01 (or such later date as otherwise agreed between the Borrower and the Administrative Agent: Agent shall otherwise permit)): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent: [reserved]; (i) executed counterparts of this Agreement, the Borrower Security Agreement, Subsidiary Security Agreements, MLP Security Agreement and Guaranties, each dated as of the Closing Date and the Mortgages (or amendments or supplements thereto or confirmations thereof), and all other Collateral Documents required by the Administrative Agent; a Note (ii) Notes executed by the Borrower in favor of each Lender that has requested requesting such Notes, each in a Note at least two (2) Business Days in advance principal amount equal to such Lender’s Committed Sum, each dated as of the Closing Date; each Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on (iii) such schedule, duly executed by each Loan Party thereto, together with: except to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and evidence that all other actions, recordings and filings required by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or is to be a party on the Closing Date; an opinion from Kxxxxxxx & Exxxx LLPformed, New York counsel to the Loan Partiesvalidly existing, substantially and in good standing in the form jurisdiction of Exhibit N;its organization; (v) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the representations and warranties contained in Article V are true and

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver by the Lead Arranger) of the following conditions precedent, except as otherwise agreed between the Lead Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals original, .pdf or pdf facsimile copies or delivered by other facsimiles electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party: (i) a Committed Loan Notice, executed by a Responsible Officer of the signing Loan Party each and in form and substance reasonably satisfactory to accordance with the Administrative Agent and its legal counsel: [reserved]requirements hereof; executed (ii) counterparts of this AgreementAgreement executed by the Parent, the Lead Borrower and each of the Subsidiary Guarantors; (iii) a Note executed by the Lead Borrower in favor of each Lender that has requested a Note at least two three (23) Business Days in advance of the Closing Date; (iv) each Collateral Document set forth in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with: except to the extent delivered to the Term Agent (A) if required pursuant to the Term Loan Credit Agreement Documentation and terms of the Term Loan Intercreditor Agreementrelevant Collateral Documents, certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or comparable powers executed in blank and instruments instruments, if any, evidencing the Pledged Debt indorsed in blank; and evidence that all (B) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other actions, recordings and filings required appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Collateral Documents that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; an opinion from Kxxxxxxx & Exxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit NSecurity Agreement;