Common use of Conditions to Initial Loans and Letters of Credit Clause in Contracts

Conditions to Initial Loans and Letters of Credit. The obligation of each Bank to make its initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, is subject to the determination of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilled: (a) The Administrative Agent shall have received on the Agreement Date each of the following, in form and substance and, in the case of the materials referred to in clauses (i), (ii), (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for the Borrower, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on or prior to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of such Loan or the issuance of such Letter of Credit.

Conditions to Initial Loans and Letters of Credit. The obligation agreement of each Bank Lender to make its the initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) requested to be made by it, or the Issuing Bank Lender to issue the initial issue, amend, renew or extend any Letter of Credit hereunder, whichever shall first occurCredit, is subject to the determination of each Bank and satisfaction on the Issuing Bank, each in its sole and absolute discretion, that each Closing Date of the following conditions has been fulfilledprecedent: (a) The Unless waived by all the Lenders, the Administrative Agent shall have received on the Agreement Date each Agent’s receipt of the following, in form and substance andeach of which shall be originals unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or a Guarantor, as the case may be (to the extent there are any Guarantors as of the Closing Date), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the materials referred to in clauses (i), (ii), (iii), (viClosing Date) and (vii), certified each in a manner form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) a certificate executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Borrower and each Guarantor (to the extent there are any Guarantors as of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Closing Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of Revolving Credit Notes executed by the Borrower dated the Agreement Date certifying the names and true signatures in favor of the officers of the Borrower authorized each Lender requesting such a Note, each in a principal amount equal to sign this Agreement and the other documents to be delivered hereundersuch Lender’s Commitment; (iii) a copy Swingline Note executed by the Borrower in favor of the certificate Swingline Lender (if it requests such a Note) in the principal amount of incorporation the Swingline Commitment; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and/or any of the Guarantors (to the extent there are any Guarantors as of the Closing Date) as the Administrative Agent may require to evidence the identities, 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; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and each Significant Subsidiary, certified, Guarantor (to the extent there are any Guarantors as of a recent datethe Closing Date) is duly organized or formed, by the Secretary of State or other appropriate official validly existing and in good standing, including certified copies of the Borrower's or such Significant Subsidiary's jurisdiction organization documents and certificates of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued the Guarantors (to the extent there are any Guarantors as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificateClosing Date); (vvi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in subsections 6.2(a) and (b) have been satisfied as of the Closing Date (including, solely for purposes of this Section 6.1, the representations made in subsections 5.2 and 5.6); (vii) an opinion of counsel to the Borrower and the Guarantors (to the extent there are any Guarantors as of the Closing Date) in substantially the form set forth in Exhibit G; (viii) evidence that the Existing Facility has been or concurrently with the Closing Date is being terminated, all Indebtedness and obligations of the Borrower incurred thereunder have been, or with the initial Revolving Credit Loans hereunder on the Closing Date will be, repaid and the Borrower and its Subsidiaries released from all liability thereunder (except such as by their express terms survive such repayment and termination), and all Liens, if any, securing obligations under the Existing Facility have been or concurrently with the Closing Date are being released; (ix) a compliance certificate in the form attached hereto as Exhibit H, signed by a Responsible Officer of the Borrower dated as of the Closing Date demonstrating compliance with the financial covenants contained in subsection 8.1 as of the end of the fiscal quarter most recently ended prior to the Closing Date; (i) audited financial statements of the Borrower for fiscal years 2006 and 2007 (which the Administrative Agent acknowledges it has received) and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above (which the Administrative Agent acknowledges it has received for the Borrowerquarterly period through June 28, dated 2008) and such unaudited consolidated financial statements shall not reflect any material adverse change in the Agreement consolidated financial condition of the Borrower and its Subsidiaries from what was reflected in the financial statements or projections previously distributed to the Lenders; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Majority Lenders may reasonably require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and addressed the Administrative Agent). (d) In the good faith judgment of the Administrative Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed Lenders prior to the Administrative Agent and the Banks, with respect Closing Date that has had or could reasonably be expected to such matters as the Administrative Agent may reasonably requestresult in a Material Adverse Effect; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Default.Material Adverse Effect; and (ciii) On the Agreement DateBorrower shall have received all approvals, the Administrative Agent consents and waivers, and shall have made or given all necessary filings and notices, as shall be satisfied that required to consummate the transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (iA) all outstanding loans and letters any applicable law, rule, regulation, order or decree of credit under the Existing Facilities will be repaid in fullany Governmental Authority or arbitral authority or (B) any agreement, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on document or prior instrument to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full any Subsidiary is a party or arrangements satisfactory to the Administrative Agent shall have been made to cause by which any of them to be paid in full concurrently with the disbursement of the proceeds of such Loan or the issuance of such Letter of Credittheir properties is bound.

Conditions to Initial Loans and Letters of Credit. The obligation effectiveness of each Bank to make its initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, this Agreement is subject to the determination satisfaction of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) On or before the Effective Date, the Borrower shall have delivered to the Lenders (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Lender) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date; (ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its Board of Directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Borrower in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans and the issuances of the Letters of Credit, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Persons executing this Agreement; (v) Executed copies of this Agreement; and (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Borrower shall have paid all fees and other amounts due and payable to the Agents and the Lenders on or before the Effective Date and for which invoices have been received by the Borrower reasonably in advance of the Effective Date. (c) The Administrative Agent shall have received on the Agreement Date each an originally executed copy of the followingfavorable written opinions of E. Xxxxxx Xxxxxx, in form and substance andEsq., in the case General Counsel of the materials referred to in clauses (i)Borrower and Xxxxx X. Xxxxxxx, (ii)Esq., (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary Senior Associate General Counsel of the Borrower, each dated as of the Agreement Effective Date and substantially in the form of Exhibits B and C annexed hereto; the Borrower hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders for their benefit and such opinion shall contain a statement to that effect. (d) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Agents, dated as of the Effective Date, substantially in the form of Schedule 2.01(a)(iExhibit D annexed hereto. (e) All outstanding principal amounts (if any), to which shall be attached copies accrued interest and accrued fees under the Credit Agreement, dated as of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant SubsidiaryMarch 23, certified2011, as of a recent dateamended from time to time (the “2011 Credit Agreement”), by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for among the Borrower, dated the Agreement Date Lenders listed therein and addressed to the Administrative Agent and the BanksJPMorgan Chase, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on or prior to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such dateadministrative agent, shall have been paid in full or arrangements satisfactory to full. The Administrative Agent shall promptly notify the Borrower, the Lenders and the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds satisfaction of the conditions set forth in this Section 3.01, and such Loan or notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the issuance “Required Banks” under the 2011 Credit Agreement, and the Borrower agree that, upon the effectiveness of such Letter this Agreement, all commitments under the 2011 Credit Agreement shall terminate in their entirety, automatically and without any requirement of notice to any party, all “Letters of Credit” issued thereunder and still outstanding (all of which are Existing Letters of Credit) shall be Letters of Credit hereunder and the obligations of the parties under the 2011 Credit Agreement shall terminate, except as provided in Section 10.08(b) of the 2011 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2011 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.

Conditions to Initial Loans and Letters of Credit. The obligation of each Bank Lender to make fund its Proportionate Share of the initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or and the obligation of the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, is subject to the determination of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledprecedent: (a) There shall be no pending or, to the best knowledge of the Credit Parties, litigation threatened in writing, proceeding, inquiry or other action seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated by this Credit Agreement, the other Credit Documents, the Registration Statement or the Credit Parties' other business activities, except where such litigation, proceeding, inquiry or other action could not have a Material Adverse Effect. (b) The Administrative Borrowers shall have paid all accrued fees and expenses of the Agent, the Collateral Agent and the Lenders in connection with the negotiation, preparation, execution and delivery of the Credit Documents (including, without limitation, the reasonable accrued fees and expenses of counsel to the Agent). (c) The Agent and the Lenders shall have received on the Agreement Date each of the followingagreements, opinions, reports, approvals, consents, certificates and other documents set forth on the Closing Document List attached hereto as Schedule 5.1(c), in each case, in form and substance andsatisfactory to the Lenders, in the case of the materials referred except those agreements and certificates which are permitted to in clauses (ibe delivered post-Closing pursuant to Section 7.1(s), (ii), (iii), (vit) and (viiu), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for the Borrower, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on or prior documentation relating to the Agreement Datetransactions contemplated hereby (including, whether pursuant to Section 1.10 or otherwisewithout limitation, the Intercompany Subordinated Notes, the Senior Note Guaranty and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, Credit Documents) shall have been paid be in full or arrangements form and substance satisfactory to the Administrative Agent and the Lenders. (e) All Existing Indebtedness shall have been made be on terms and conditions (including, without limitation, amount, pricing, amortization, intercreditor arrangements and extent of subordination) satisfactory to cause them to be paid in full concurrently with the disbursement of Agent and the proceeds of such Loan or the issuance of such Letter of CreditCollateral Agent.

Conditions to Initial Loans and Letters of Credit. The obligation of each Bank Lender to make fund its Proportionate Share of the initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or and the obligation of the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, is subject to the determination of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledprecedent: (a) There shall be no pending or, to the best knowledge of the Borrowers, threatened litigation, proceeding, inquiry or other action seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated by this Credit Agreement, the other Credit Documents or the transactions contemplated hereby and thereby or the Borrowers' other business activities, except where such litigation, proceeding, inquiry or other action could not reasonably be expected to have a Material Adverse Effect. (b) The Administrative Borrowers shall have paid all accrued fees and expenses of the Agent (which have been invoiced) in connection with the negotiation, preparation, execution and delivery of the Credit Documents (including, without limitation, the reasonable accrued fees and expenses of counsel to the Agent). (c) The Agent and the Lenders shall have received on the Agreement Date each of the followingagreements, opinions, reports, approvals, consents, certificates and other documents set forth on the Closing Document List attached hereto as Schedule 5.1(c), in each case, in form and substance and, in the case of the materials referred to in clauses (i), (ii), (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for the Borrower, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminateLenders. (d) All fees payable on or prior documentation relating to the Agreement Datetransactions contemplated hereby (including, whether pursuant to Section 1.10 or otherwisewithout limitation, the Credit Documents) shall be in form and all amounts payable pursuant to Section 8.02 for which invoices have been delivered substance satisfactory to the Borrower Agent and the Lenders. (e) All Existing Indebtedness shall be on or prior terms and conditions (including, without limitation, amount, pricing, amortization, intercreditor arrangements and extent of subordination) satisfactory to such date, the Agent. (f) Safety and its Subsidiaries shall have been paid released from all obligations under the Existing Loan Facility and all related documents and agreements pursuant to a release in full or arrangements form and substance satisfactory to the Administrative Agent and all liens and security interests related thereto shall have been made to cause them to be paid in full concurrently with released or terminated. (g) Except as set forth on Schedule 5.1(g), and except for (i) the disbursement filing of the proceeds of such Loan or the issuance of such Letter of Credit.U.C.

Conditions to Initial Loans and Letters of Credit. The obligation effectiveness of each Bank to make its initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, this Agreement is subject to the determination satisfaction of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) On or before the Effective Date, the Borrower shall have delivered to the Lenders (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Lender) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date; (ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its board of directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Borrower in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans and the issuances of the Letters of Credit, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Persons executing this Agreement; (v) Executed copies of this Agreement; and #96109338v22 (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Borrower shall have paid all fees and other amounts due and payable to the Agents and the Lenders on or before the Effective Date and for which invoices have been received by the Borrower reasonably in advance of the Effective Date. (c) The Administrative Agent shall have received on the Agreement Date each an originally executed copy of the followingfavorable written opinions of X. Xxxxxx Xxxxxx, in form Esq., Executive Vice President and substance and, in the case General Counsel of the materials referred to in clauses (i)Borrower and Xxxxx X. Xxxxxxx, (ii)Esq., (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary Senior Executive Counsel of the Borrower, each dated as of the Agreement Effective Date and substantially in the form of Exhibits B and C annexed hereto; the Borrower hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders for their benefit and such opinion shall contain a statement to that effect. (d) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Agents, dated as of the Effective Date, substantially in the form of Schedule 2.01(a)(iExhibit D annexed hereto. (e) All outstanding principal amounts (if any), to which shall be attached copies accrued interest and accrued fees under the Credit Agreement, dated as of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant SubsidiaryOctober 18, certified2019, as of a recent dateamended from time to time (the “2019 Credit Agreement”), by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for among the Borrower, dated the Agreement Date lenders listed therein and addressed to the Administrative Agent and the BanksJPMorgan Chase, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on or prior to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such dateadministrative agent, shall have been paid in full or arrangements satisfactory to full. (f) To the extent such documentation and information has been requested by the Lenders, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall promptly notify the Borrower, the Lenders and the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds satisfaction of the conditions set forth in this Section 3.01, and such Loan or notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the issuance “Required Lenders” under the 2019 Credit Agreement, and the Borrower agree that, upon the effectiveness of such Letter this Agreement, all commitments under the 2019 Credit Agreement shall terminate in their entirety, automatically and without any requirement of notice to any party, all “Letters of Credit” issued thereunder and still outstanding (all of which are Existing Letters of Credit) shall be Letters of Credit hereunder and the obligations of the parties under the 2019 Credit Agreement shall terminate, except as provided in Section 9.08(b) of the 2019 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2019 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.

Conditions to Initial Loans and Letters of Credit. The obligation agreement of each Bank Lender to make its the initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) requested to be made by it, or the Issuing Bank Lender to issue the initial issue, amend, renew or extend any Letter of Credit hereunder, whichever shall first occurCredit, is subject to the determination of each Bank and satisfaction on the Issuing Bank, each in its sole and absolute discretion, that each Closing Date of the following conditions has been fulfilledprecedent: (a) The Unless waived by all the Lenders, the Administrative Agent shall have received on the Agreement Date each Agent’s receipt of the following, in form and substance andeach properly executed by a Responsible Officer of the Borrower or a Guarantor, as the case may be (to the extent there are any Guarantors as of the Closing Date), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the materials referred to in clauses (i), (ii), (iii), (viClosing Date) and (vii), certified each in a manner form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) a certificate executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Borrower and each Guarantor (to the extent there are any Guarantors as of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Closing Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of Revolving Credit Notes executed by the Borrower dated the Agreement Date certifying the names and true signatures in favor of the officers of the Borrower authorized each Lender requesting such a Note, each in a principal amount equal to sign this Agreement and the other documents to be delivered hereundersuch Lender’s Commitment; (iii) a copy Swingline Note executed by the Borrower in favor of thea Swingline Lender (if it requests such a Note) in the principal amount of the certificate Swingline Commitment; (iv) such certificates of incorporation resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and/or any of the Guarantors (to the extent there are any Guarantors as of the Closing Date) as the Administrative Agent may require to evidence the identities, 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; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and each Significant Subsidiary, certified, Guarantor (to the extent there are any Guarantors as of a recent datethe Closing Date) is duly organized or formed, by the Secretary of State or other appropriate official validly existing and in good standing, including certified copies of the Borrower's or such Significant Subsidiary's jurisdiction organization documents and certificates of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued the Guarantors (to the extent there are any Guarantors as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificateClosing Date); (vvi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in subsections 6.2(a) and (b) have been satisfied as of the Closing Date (including, solely for purposes of this Section 6.1, the representations made in subsections 5.2 and 5.6); (vii) an opinion of counsel to the Borrower and the Guarantors (to the extent there are any Guarantors as of the Closing Date) in form and substance reasonably satisfactory to the Administrative Agent; (viii) evidence that the Existing Facility has been or concurrently with the Closing Date is being terminated, all Indebtedness and obligations of the Borrower incurred thereunder have been, or with the initial Revolving Credit Loans hereunder on the Closing Date will be, repaid and the Borrower and its Subsidiaries released from all liability thereunder (except such as by their express terms survive such repayment and termination), and all Liens, if any, securing obligations under the Existing Facility have been or concurrently with the Closing Date are being released; (ix) a compliance certificate substantially in the form attached hereto as Exhibit G, signed by a Responsible Officer of the Borrower dated as of the Closing Date demonstrating compliance with the financial covenants contained in subsection 8.1 as of the end of the fiscal quarter most recently ended prior to the Closing Date; (i) audited financial statements of the Borrower for fiscal years 2010 and 2011 (which the Administrative Agent acknowledges it has received) and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above (which the Administrative Agent acknowledges it has received for the Borrowerquarterly period through June 30, dated 2012) and such unaudited consolidated financial statements shall not reflect any material adverse change in the Agreement consolidated financial condition of the Borrower and its Subsidiaries from what was reflected in the financial statements or projections previously distributed to the Lenders; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Majority Lenders may reasonably require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date. (d) In the good faith judgment of the Administrative Agent and addressed the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed Lenders prior to the Administrative Agent and the Banks, with respect Closing Date that has had or could reasonably be expected to such matters as the Administrative Agent may reasonably requestresult in a Material Adverse Effect; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Default.Material Adverse Effect; and (ciii) On the Agreement DateBorrower shall have received all approvals, the Administrative Agent consents and waivers, and shall have made or given all necessary filings and notices, as shall be satisfied that required to consummate the transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (iA) all outstanding loans and letters any applicable law, rule, regulation, order or decree of credit under the Existing Facilities will be repaid in fullany Governmental Authority or arbitral authority or (B) any agreement, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on document or prior instrument to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full any Subsidiary is a party or arrangements satisfactory to the Administrative Agent shall have been made to cause by which any of them to be paid in full concurrently with the disbursement of the proceeds of such Loan or the issuance of such Letter of Credittheir properties is bound.

Conditions to Initial Loans and Letters of Credit. The obligation agreement of each Bank Lender to make its the initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) requested to be made by it, or the Issuing Bank Lender to issue the initial issue, amend, renew or extend any Letter of Credit hereunder, whichever shall first occurCredit, is subject to the determination of each Bank and satisfaction on the Issuing Bank, each in its sole and absolute discretion, that each Closing Date of the following conditions has been fulfilledprecedent: (a) The Unless waived by all the Lenders, the Administrative Agent shall have received on the Agreement Date each Agent's receipt of the following, in form and substance andeach of which shall be originals unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or a Guarantor, as the case may be, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the materials referred to in clauses (i), (ii), (iii), (viClosing Date) and (vii), certified each in a manner form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) a certificate executed counterparts of this Agreement, sufficient in number for distribution to the Secretary or an Assistant Secretary of Administrative Agent, each Lender, the Borrower, dated the Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions Borrower and by-laws referred to in such certificateeach Guarantor; (ii) a certificate of the Secretary or an Assistant Secretary of Revolving Credit Notes executed by the Borrower dated the Agreement Date certifying the names and true signatures in favor of the officers of the Borrower authorized each Lender requesting such a Note, each in a principal amount equal to sign this Agreement and the other documents to be delivered hereundersuch Lender's Commitment; (iii) a copy Swingline Note executed by the Borrower in favor of the certificate Swingline Lender (if it requests such a Note) in the principal amount of incorporation the Swingline Commitment; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and/or any of the Guarantors as the Administrative Agent may require to evidence the identities, 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; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and each Significant SubsidiaryGuarantor is duly organized or formed, certifiedvalidly existing, as of in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business to the extent the failure to be so qualified could reasonably be expected to have a recent dateMaterial Adverse Effect, by the Secretary of State or other appropriate official including certified copies of the Borrower's or such Significant Subsidiary's jurisdiction organization documents, certificates of incorporation; (iv) a good standing certificate and/or qualification to engage in business and tax clearance certificates with respect to the Borrower and each Significant Subsidiary, issued as of a recent date the Guarantors; provided that any tax status or clearance certificates not received by the Secretary of State Borrower and provided to the Administrative Agent on or other appropriate official of prior to the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating Closing Date shall be delivered by the information Borrower to the Administrative Agent as soon as available but in such certificateno event more than 180 days after the Closing Date; (vvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in subsections 6.2(a) and (b) have been satisfied, and (B) that there is no event or circumstance, or action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority, since December 29, 2001 which has or could be reasonably expected to have a Material Adverse Effect; (vii) an opinion of counsel for the Borrower, dated the Agreement Date and addressed to the Administrative Agent Borrower and the Banks, with respect to such matters as Guarantors in substantially in the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03form set forth in EXHIBIT G; (viii) a certificate evidence that the Existing Facility has been or concurrently with the Closing Date is being terminated, all Indebtedness and obligations of the presidentBorrower incurred thereunder have been, a vice presidentor with the initial Revolving Credit Loans hereunder on the Closing Date will be, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner repaid and degree of detail in which the Borrower will make and all Guarantors released from all liability thereunder (except such as by their express terms survive such repayment and termination), and all Liens, if any, securing obligations under the calculations required by paragraph 3 of Schedule 4.08Existing Facility have been or concurrently with the Closing Date are being released; (ix) a duly executed RC Note and Bid Rate Note for each Bankcompliance certificate in the form attached hereto as EXHIBIT H, signed by a Responsible Officer of the Borrower dated as of the Closing Date demonstrating compliance with the financial covenants contained in subsection 8.1 as of the end of the fiscal quarter most recently ended prior to the Closing Date; and (x) such additional Information regarding the Loan Documentsother assurances, the Loanscertificates, the Letters of Credit documents, consents or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries opinions as the Administrative Agent, Agent or the Issuing Bank or any Bank Majority Lenders may have reasonably requestedrequire. (b) On Any fees required to be paid on or before the Agreement Closing Date shall have been paid. (c) The Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the following statements closing proceedings (provided that such estimate shall be true not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent shall have received a certificate signed by a duly authorized officer Agent). (d) In the good faith judgment of the Borrower, dated Administrative Agent and the Agreement Date, stating thatLenders: (i) there shall not have occurred or become known to the representations and warranties Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in Article III are true the financial and correct business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Closing Date that has had or could reasonably be expected to result in all material respects on and as of the Agreement Date; anda Material Adverse Effect; (ii) no event has occurred and is continuing that constitutes litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Default.Material Adverse Effect; and (ciii) On the Agreement DateBorrower shall have received all approvals, the Administrative Agent consents and waivers, and shall have made or given all necessary filings and notices, as shall be satisfied that required to consummate the transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (iA) all outstanding loans and letters any applicable law, rule, regulation, order or decree of credit under the Existing Facilities will be repaid in fullany Governmental Authority or arbitral authority or (B) any agreement, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on document or prior instrument to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full any Subsidiary is a party or arrangements satisfactory to the Administrative Agent shall have been made to cause by which any of them to be paid in full concurrently with the disbursement of the proceeds of such Loan or the issuance of such Letter of Credittheir properties is bound.

Conditions to Initial Loans and Letters of Credit. The obligation effectiveness of each Bank to make its initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, this Agreement is subject to the determination satisfaction of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) On or before the Effective Date, the Borrower shall have delivered to the Lenders (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Lender) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date; (ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its board of directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Borrower in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans and the issuances of the Letters of Credit, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Persons executing this Agreement; (v) Executed copies of this Agreement; and (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Borrower shall have paid all fees and other amounts due and payable to the Agents and the Lenders on or before the Effective Date and for which invoices have been received by the Borrower reasonably in advance of the Effective Date. (c) The Administrative Agent shall have received on the Agreement Date each an originally executed copy of the followingfavorable written opinions of E. Xxxxxx Xxxxxx, in form Esq., Executive Vice President and substance and, in the case General Counsel of the materials referred to in clauses (i)Borrower and Xxxxx X. Xxxxxxx, (ii)Esq., (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary Executive Counsel of the Borrower, each dated as of the Agreement Effective Date and substantially in the form of Exhibits B and C annexed hereto; the Borrower hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders for their benefit and such opinion shall contain a statement to that effect. (d) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Agents, dated as of the Effective Date, substantially in the form of Schedule 2.01(a)(iExhibit D annexed hereto. (e) All outstanding principal amounts (if any), to which shall be attached copies accrued interest and accrued fees under the Credit Agreement, dated as of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant SubsidiarySeptember 30, certified2016, as of a recent dateamended from time to time (the “2016 Credit Agreement”), by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for among the Borrower, dated the Agreement Date lenders listed therein and addressed to the Administrative Agent and the BanksJPMorgan Chase, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on or prior to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such dateadministrative agent, shall have been paid in full or arrangements satisfactory to full. (f) To the extent such documentation and information has been requested by the Lenders, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall promptly notify the Borrower, the Lenders and the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds satisfaction of the conditions set forth in this ‎Section 3.01, and such Loan or notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the issuance “Required Lenders” under the 2016 Credit Agreement, and the Borrower agree that, upon the effectiveness of such Letter this Agreement, all commitments under the 2016 Credit Agreement shall terminate in their entirety, automatically and without any requirement of notice to any party, all “Letters of Credit” issued thereunder and still outstanding (all of which are Existing Letters of Credit) shall be Letters of Credit hereunder and the obligations of the parties under the 2016 Credit Agreement shall terminate, except as provided in Section 9.08(b) of the 2016 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2016 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.

Conditions to Initial Loans and Letters of Credit. The obligation effectiveness of each Bank to make its initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, this Agreement is subject to the determination satisfaction of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) On or before the Effective Date, the Borrower shall have delivered to the Lenders (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Lender) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date; (ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its board of directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Borrower in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans and the issuances of the Letters of Credit, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Persons executing this Agreement; (v) Executed copies of this Agreement; and (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Borrower shall have paid all fees and other amounts due and payable to the Agents and the Lenders on or before the Effective Date and for which invoices have been received by the Borrower reasonably in advance of the Effective Date. (c) The Administrative Agent shall have received on the Agreement Date each an originally executed copy of the followingfavorable written opinions of E. Xxxxxx Xxxxxx, in form Esq., Executive Vice President and substance and, in the case General Counsel of the materials referred to in clauses (i)Borrower and Xxxxx X. Xxxxxxx, (ii)Esq., (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary Executive Counsel of the Borrower, each dated as of the Agreement Effective Date and substantially in the form of Exhibits B and C annexed hereto; the Borrower hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders for their benefit and such opinion shall contain a statement to that effect. (d) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Agents, dated as of the Effective Date, substantially in the form of Schedule 2.01(a)(iExhibit D annexed hereto. (e) All outstanding principal amounts (if any), to which shall be attached copies accrued interest and accrued fees under the Credit Agreement, dated as of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant SubsidiaryOctober 4, certified2013, as of a recent dateamended from time to time (the “2013 Credit Agreement”), by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for among the Borrower, dated the Agreement Date lenders listed therein and addressed to the Administrative Agent and the BanksJPMorgan Chase, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on or prior to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such dateadministrative agent, shall have been paid in full or arrangements satisfactory to full. (f) To the extent such documentation and information has been requested by the Lenders, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall promptly notify the Borrower, the Lenders and the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds satisfaction of the conditions set forth in this Section 3.01, and such Loan or notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the issuance “Required Lenders” under the 2013 Credit Agreement, and the Borrower agree that, upon the effectiveness of such Letter this Agreement, all commitments under the 2013 Credit Agreement shall terminate in their entirety, automatically and without any requirement of notice to any party, all “Letters of Credit” issued thereunder and still outstanding (all of which are Existing Letters of Credit) shall be Letters of Credit hereunder and the obligations of the parties under the 2013 Credit Agreement shall terminate, except as provided in Section 9.08(b) of the 2013 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2013 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.

Conditions to Initial Loans and Letters of Credit. The obligation agreement of each Bank Lender to make its the initial Loan (whether such initial Loans are RC Loans requested to be made by it, or Bid Rate Loans) each Issuing Lender to issue, amend, renew or the Issuing Bank to issue the initial extend any Letter of Credit hereunder, whichever shall first occurCredit, is subject to the determination of each Bank and satisfaction on the Issuing Bank, each in its sole and absolute discretion, that each Closing Date of the following conditions has been fulfilledprecedent: (a) The Unless waived by all the Lenders, the Administrative Agent shall have received on the Agreement Date each Agent’s receipt of the following, in form and substance andeach properly executed by a Responsible Officer of the Borrower or a Guarantor, as the case may be (to the extent there are any Guarantors as of the Closing Date), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the materials referred to in clauses (i), (ii), (iii), (viClosing Date) and (vii), certified each in a manner form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) a certificate executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Borrower and each Guarantor (to the extent there are any Guarantors as of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Closing Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) Notes executed by the Borrower in favor of each Lender requesting such a certificate Note, each in a principal amount equal to such Lender’s Commitment; (iii) such certificates of the Secretary resolutions or an Assistant Secretary other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower dated the Agreement Date certifying the names and true signatures and/or any of the officers Guarantors (to the extent there are any Guarantors as of the Borrower Closing Date) as the Administrative Agent may require to evidence the identities, authority and capacity of each Responsible Officer thereof authorized to sign act as a Responsible Officer in connection with this Agreement and the other documents to be delivered hereunderLoan Documents; (iiiiv) a copy of such documents and certifications as the certificate of incorporation Administrative Agent may reasonably require to evidence that each of the Borrower and each Significant Subsidiary, certified, Guarantor (to the extent there are any Guarantors as of a recent datethe Closing Date) is duly organized or formed, by the Secretary of State or other appropriate official validly existing and in good standing, including certified copies of the Borrower's or such Significant Subsidiary's jurisdiction organization documents and certificates of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued the Guarantors (to the extent there are any Guarantors as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificateClosing Date); (v) an opinion a certificate signed by a Responsible Officer of counsel the Borrower certifying that the conditions specified in subsections 6.2(a) and (b) have been satisfied as of the Closing Date (including, solely for purposes of this subsection 6.1, the Borrower, dated the Agreement Date representations made in subsections 5.2 and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request5.6); (vi) an opinion of counsel for to the Borrower and the Guarantors (to the extent there are any Guarantors as of the Closing Date) in form and substance reasonably satisfactory to the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy ofevidence that the Existing Facility has been or concurrently with the Closing Date is being terminated, each Governmental Approval all Indebtedness and other consent obligations of the Borrower incurred thereunder have been, or approvalwith the initial Revolving Credit Loans hereunder on the Closing Date will be, repaid and the Borrower and its Subsidiaries released from all liability thereunder (except such as by their express terms survive such repayment and termination), and each Governmental Registrationall Liens, listed on Schedule 3.03if any, securing obligations under the Existing Facility have been or concurrently with the Closing Date are being released; (viii) a compliance certificate substantially in the form attached hereto as Exhibit G, signed by a Responsible Officer of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer Borrower dated as of the Borrower, dated Closing Date demonstrating compliance with the Agreement financial covenant contained in subsection 8.1 as of the end of the fiscal quarter most recently ended prior to the Closing Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note audited financial statements of the Borrower for fiscal years 2015 and Bid Rate Note for each Bank2016 (which the Administrative Agent acknowledges it has received); and (x) such additional Information regarding the Loan Documentsother assurances, the Loanscertificates, the Letters of Credit documents, consents or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries opinions as the Administrative Agent, Agent or the Issuing Bank or any Bank Majority Lenders may have reasonably requestedrequire. (b) On Any fees required to be paid on or before the Agreement Date, the following statements Closing Date shall be true and have been paid. (c) The Borrower shall have paid all Attorney Costs of the Administrative Agent shall have received a certificate signed by a duly authorized officer to the extent invoiced prior to or on the Closing Date. (d) In the good faith judgment of the Borrower, dated Administrative Agent and the Agreement Date, stating thatLenders: (i) there shall not have occurred or become known to the representations and warranties Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in Article III are true any financial and correct business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Closing Date that has had or could reasonably be expected to result in all material respects on and as of the Agreement Date; anda Material Adverse Effect; (ii) no event has occurred litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened against the Borrower or any of its Subsidiaries or against any of its or their respective properties as to which there is a reasonable likelihood of an adverse determination and is continuing that constitutes that, if adversely determined, would, individually or in the aggregate, have a Default.Material Adverse Effect; and (ciii) On the Agreement DateBorrower shall have received all approvals, the Administrative Agent consents and waivers, and shall have made or given all necessary filings and notices, as shall be satisfied that required to consummate the transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (iA) all outstanding loans and letters any applicable law, rule, regulation, order or decree of credit under the Existing Facilities will be repaid in fullany Governmental Authority or arbitral authority or (B) any agreement, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on document or prior instrument to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full any Subsidiary is a party or arrangements satisfactory to the Administrative Agent shall have been made to cause by which any of them to be paid in full concurrently with the disbursement of the proceeds of such Loan or the issuance of such Letter of Credittheir properties is bound.

Conditions to Initial Loans and Letters of Credit. The obligation agreement of each Bank Lender to make its the initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) requested to be made by it, or the Issuing Bank Lender to issue the initial issue, amend, renew or extend any Letter of Credit hereunder, whichever shall first occurCredit, is subject to the determination of each Bank and satisfaction on the Issuing Bank, each in its sole and absolute discretion, that each Closing Date of the following conditions has been fulfilledprecedent: (a) The Unless waived by all the Lenders, the Administrative Agent shall have received on the Agreement Date each Agent’s receipt of the following, in form and substance andeach of which shall be originals unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or a Guarantor, as the case may be (to the extent there are any Guarantors as of the Closing Date), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the materials referred to in clauses (i), (ii), (iii), (viClosing Date) and (vii), certified each in a manner form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) a certificate executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Borrower and each Guarantor (to the extent there are any Guarantors as of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Closing Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of Revolving Credit Notes executed by the Borrower dated the Agreement Date certifying the names and true signatures in favor of the officers of the Borrower authorized each Lender requesting such a Note, each in a principal amount equal to sign this Agreement and the other documents to be delivered hereundersuch Lender’s Commitment; (iii) a copy Swingline Note executed by the Borrower in favor of the certificate Swingline Lender (if it requests such a Note) in the principal amount of incorporation the Swingline Commitment; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and/or any of the Guarantors (to the extent there are any Guarantors as of the Closing Date) as the Administrative Agent may require to evidence the identities, 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; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and each Significant Subsidiary, certified, Guarantor (to the extent there are any Guarantors as of a recent datethe Closing Date) is duly organized or formed, by the Secretary of State or other appropriate official validly existing and in good standing, including certified copies of the Borrower's or such Significant Subsidiary's jurisdiction organization documents and certificates of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued the Guarantors (to the extent there are any Guarantors as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificateClosing Date); (vvi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in subsections 6.2(a) and (b) have been satisfied as of the Closing Date (including, solely for purposes of this Section 6.1, the representations made in subsections 5.2 and 5.6); (vii) an opinion of counsel for the Borrower, dated the Agreement Date and addressed to the Administrative Agent Borrower and the Banks, with respect to such matters as the Administrative Agent may reasonably request; Guarantors (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and extent there are any Guarantors as of the Banks, with respect to such matters as Closing Date) in substantially the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03form set forth in Exhibit G; (viii) a certificate evidence that the Existing Facility has been or concurrently with the Closing Date is being terminated, all Indebtedness and obligations of the presidentBorrower incurred thereunder have been, a vice presidentor with the initial Revolving Credit Loans hereunder on the Closing Date will be, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner repaid and degree of detail in which the Borrower will make and its Subsidiaries released from all liability thereunder (except such as by their express terms survive such repayment and termination), and all Liens, if any, securing obligations under the calculations required by paragraph 3 of Schedule 4.08Existing Facility have been or concurrently with the Closing Date are being released; (ix) a duly executed RC Note and Bid Rate Note for each Bankcompliance certificate in the form attached hereto as Exhibit H, signed by a Responsible Officer of the Borrower dated as of the Closing Date demonstrating compliance with the financial covenants contained in subsection 8.1 as of the end of the fiscal quarter most recently ended prior to the Closing Date; and (x) such additional Information regarding the Loan Documentsother assurances, the Loanscertificates, the Letters of Credit documents, consents or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries opinions as the Administrative Agent, Agent or the Issuing Bank or any Bank Majority Lenders may have reasonably requestedrequire. (b) On Any fees required to be paid on or before the Agreement Closing Date shall have been paid. (c) The Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the following statements closing proceedings (provided that such estimate shall be true not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent shall have received a certificate signed by a duly authorized officer Agent). (d) In the good faith judgment of the Borrower, dated Administrative Agent and the Agreement Date, stating thatLenders: (i) there shall not have occurred or become known to the representations and warranties Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in Article III are true the financial and correct business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Closing Date that has had or could reasonably be expected to result in all material respects on and as of the Agreement Date; anda Material Adverse Effect; (ii) no event has occurred and is continuing that constitutes litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Default.Material Adverse Effect; and (ciii) On the Agreement DateBorrower shall have received all approvals, the Administrative Agent consents and waivers, and shall have made or given all necessary filings and notices, as shall be satisfied that required to consummate the transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (iA) all outstanding loans and letters any applicable law, rule, regulation, order or decree of credit under the Existing Facilities will be repaid in fullany Governmental Authority or arbitral authority or (B) any agreement, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on document or prior instrument to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full any Subsidiary is a party or arrangements satisfactory to the Administrative Agent shall have been made to cause by which any of them to be paid in full concurrently with the disbursement of the proceeds of such Loan or the issuance of such Letter of Credittheir properties is bound.

Conditions to Initial Loans and Letters of Credit. The obligation of each Bank to make its initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, is subject to the determination of by each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilled: (a) The the Administrative Agent shall have received on the Agreement Date each of the following, in form and substance and, in the case of the materials referred to in clauses (i), (ii), (iii), (vi) and (viix), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrowereach Loan Party, dated the Agreement Date, substantially in the form of Schedule SCHEDULE 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant SubsidiaryLoan Party, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant SubsidiaryPerson's jurisdiction of incorporation; (iviii) a good standing certificate with respect to the Borrower each Loan Party and each Significant Consolidated Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant SubsidiaryPerson's jurisdiction of incorporation; (iv) an opinion of counsel for each Loan Party, together dated the Agreement Date, in the form of SCHEDULE 2.01(a)(iv), with a telegram, if available, from such Secretary of State or other official, updating changes as the information in such certificateAdministrative Agent shall approve; (v) an opinion of counsel for the BorrowerWinthrop, dated the Agreement Date and addressed to the Administrative Agent and the BanksStimson, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent, dated the Agreement Date and addressed to Date, in the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably requestform of Schedule 2.01(a)(v); (viivi) a copy of, of each Governmental Approval and other consent or approval, and each Governmental Registration, approval listed on Schedule SCHEDULE 3.03; (vii) a duly executed Note for each Bank; (viii) a certificate of duly executed Swing Note for the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08Swing Loan Lender; (ix) a duly executed RC Note and Bid Rate Note for copy of each Bank; andof the Pledge Agreements; (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations a copy of the Borrower Tax Sharing Agreement and the Significant Subsidiaries Management Agreement; (xi) either (A) such duly executed UCC-1 financing statements and other documents as the Administrative AgentAgent may request, the Issuing Bank filing or any Bank may have reasonably requested. recordation of which is necessary or appropriate in the Administrative Agent's determination to create or perfect a security interest in the Collateral under Applicable Law, or (bB) On evidence of the Agreement Date, filing or recordation of the following statements shall be true and same in such offices as the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Datespecified; and (iixii) no event has occurred such instruments and other documents as the Administrative Agent may request, the execution, delivery, filing or possession of which is continuing that constitutes necessary or appropriate in the Administrative Agent's determination to create or perfect a Default.security interest in the Collateral under Applicable Law, including but not limited to share certificates and stock powers executed in blank with respect to the Capital Securities subject to the Security Interest; (b) the Administrative Agent shall be satisfied that, simultaneously with the making of such initial Loans or issuance of such initial Letters of Credit, all Indebtedness and other amounts payable under the Existing Credit Agreement will be paid in full and the commitments to lend thereunder will be terminated, and all Liens in favor of the lenders thereunder will be terminated of record promptly thereafter; (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans the ANI Senior Discount Notes and letters of credit under the Existing Facilities will be Subordinated Notes shall have been redeemed or otherwise repaid in full, and (ii) all commitments for or defeased in a manner satisfactory to the making Administrative Agent, or will be so redeemed, repaid or defeased promptly following the date of loans and issuance such initial Loans or Letter of letters of credit under Credit pursuant to arrangements reasonably satisfactory to the Existing Facilities will terminate.Administrative Agent; (d) All all fees payable on or prior to the Agreement Date, whether Date pursuant to Section 1.10 or otherwise1.09, and all amounts payable pursuant to Section 8.02 9.02 for which invoices have been delivered to the Borrower on or prior to such datethe Agreement Date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full concurrently with on the disbursement of the proceeds of such Loan or the issuance of such Letter of CreditAgreement Date.

Conditions to Initial Loans and Letters of Credit. The obligation of each Bank to make its initial Loan (whether such initial the Initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank and to issue the initial Letter Letters of Credit hereunderis, whichever shall first occurin addition to the conditions precedent specified in Section 3.02, is subject to the determination satisfaction of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) On or before the Effective Date, the Company shall have delivered to the Banks (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Bank) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date; (ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its Board of Directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Company in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans and the issuances of the Letters of Credit, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Persons executing this Agreement; (v) Executed copies of this Agreement; and (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Administrative Agent shall have received on the Agreement Date each an originally executed copy of the followingfavorable written opinion of Xxxxx X. Xxxxxxx, in form and substance andEsq., in the case Senior Associate General Counsel of the materials referred to in clauses (i)Company, (ii), (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate dated as of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Effective Date, substantially in the form of Schedule 2.01(a)(i), Exhibit B annexed hereto; the Company hereby expressly instructs such counsel to which shall be attached copies of the resolutions prepare such opinion and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect deliver it to the Borrower Banks for their benefit and each Significant Subsidiary, issued as of such opinion shall contain a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for the Borrower, dated the Agreement Date and addressed statement to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requestedthat effect. (bc) On the Agreement Date, the following statements shall be true and the The Administrative Agent shall have received a certificate signed by a duly authorized officer an originally executed copy of the Borrowerfavorable written opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel to the Agents, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Effective Date, substantially in the Administrative Agent shall be satisfied that (i) all outstanding loans and letters form of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminateExhibit C annexed hereto. (d) All fees payable on or prior to The Credit Agreement, dated as of April 1, 2002 (the Agreement Date"2002 Credit Agreement"), whether pursuant to Section 1.10 or otherwiseamong the Company, the Banks listed therein and JPMorgan Chase, as administrative agent, and all amounts payable pursuant commitments to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, lend thereunder shall have been paid terminated and the obligations of the Company thereunder shall have been discharged in full or arrangements satisfactory to full. The Administrative Agent shall promptly notify the Company, the Banks and the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds satisfaction of the conditions set forth in this Section 3.01, and such Loan or notice shall be conclusive and binding on all parties hereto. Promptly thereafter, the issuance of such Letter of Creditnotes issued by the Borrowers under the 2002 Credit Agreement shall be returned by the lenders thereunder to the Company, marked "Cancelled".

Conditions to Initial Loans and Letters of Credit. The obligation agreement of each Bank Lender to make its the initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) requested to be made by it, or the Issuing Bank Lender to issue the initial issue, amend, renew or extend any Letter of Credit hereunder, whichever shall first occurCredit, is subject to the determination of each Bank and satisfaction on the Issuing Bank, each in its sole and absolute discretion, that each Closing Date of the following conditions has been fulfilledprecedent: (a) The Unless waived by all the Lenders, the Administrative Agent shall have received on the Agreement Date each Agent’s receipt of the following, in form and substance andeach properly executed by a Responsible Officer of the Borrower or a Guarantor, as the case may be (to the extent there are any Guarantors as of the Closing Date), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the materials referred to in clauses (i), (ii), (iii), (viClosing Date) and (vii), certified each in a manner form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) a certificate executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Borrower and each Guarantor (to the extent there are any Guarantors as of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Closing Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of Revolving Credit Notes executed by the Borrower dated the Agreement Date certifying the names and true signatures in favor of the officers of the Borrower authorized each Lender requesting such a Note, each in a principal amount equal to sign this Agreement and the other documents to be delivered hereundersuch Lender’s Commitment; (iii) a copy Swingline Note executed by the Borrower in favor of the certificate Swingline Lender (if it requests such a Note) in the principal amount of incorporation the Swingline Commitment; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and/or any of the Guarantors (to the extent there are any Guarantors as of the Closing Date) as the Administrative Agent may require to evidence the identities, 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; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and each Significant Subsidiary, certified, Guarantor (to the extent there are any Guarantors as of a recent datethe Closing Date) is duly organized or formed, by the Secretary of State or other appropriate official validly existing and in good standing, including certified copies of the Borrower's or such Significant Subsidiary's jurisdiction organization documents and certificates of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued the Guarantors (to the extent there are any Guarantors as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificateClosing Date); (vvi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in subsections 6.2(a) and (b) have been satisfied as of the Closing Date (including, solely for purposes of this Section 6.1, the representations made in subsections 5.2 and 5.6); (vii) an opinion of counsel to the Borrower and the Guarantors (to the extent there are any Guarantors as of the Closing Date) in form and substance reasonably satisfactory to the Administrative Agent; (viii) evidence that the Existing Facility has been or concurrently with the Closing Date is being terminated, all Indebtedness and obligations of the Borrower incurred thereunder have been, or with the initial Revolving Credit Loans hereunder on the Closing Date will be, repaid and the Borrower and its Subsidiaries released from all liability thereunder (except such as by their express terms survive such repayment and termination), and all Liens, if any, securing obligations under the Existing Facility have been or concurrently with the Closing Date are being released; (ix) a compliance certificate substantially in the form attached hereto as Exhibit G, signed by a Responsible Officer of the Borrower dated as of the Closing Date demonstrating compliance with the financial covenants contained in subsection 8.1 as of the end of the fiscal quarter most recently ended prior to the Closing Date; (i) audited financial statements of the Borrower for fiscal years 2010 and 2011 (which the Administrative Agent acknowledges it has received) and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above (which the Administrative Agent acknowledges it has received for the Borrowerquarterly period through June 30, dated 2012) and such unaudited consolidated financial statements shall not reflect any material adverse change in the Agreement consolidated financial condition of the Borrower and its Subsidiaries from what was reflected in the financial statements or projections previously distributed to the Lenders; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Majority Lenders may reasonably require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date. (d) In the good faith judgment of the Administrative Agent and addressed the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed Lenders prior to the Administrative Agent and the Banks, with respect Closing Date that has had or could reasonably be expected to such matters as the Administrative Agent may reasonably requestresult in a Material Adverse Effect; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requested. (b) On the Agreement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Default.Material Adverse Effect; and (ciii) On the Agreement DateBorrower shall have received all approvals, the Administrative Agent consents and waivers, and shall have made or given all necessary filings and notices, as shall be satisfied that required to consummate the transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (iA) all outstanding loans and letters any applicable law, rule, regulation, order or decree of credit under the Existing Facilities will be repaid in fullany Governmental Authority or arbitral authority or (B) any agreement, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on document or prior instrument to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full any Subsidiary is a party or arrangements satisfactory to the Administrative Agent shall have been made to cause by which any of them to be paid in full concurrently with the disbursement of the proceeds of such Loan or the issuance of such Letter of Credittheir properties is bound.

Conditions to Initial Loans and Letters of Credit. The obligation agreement of each Bank Lender to make its the initial Loan (whether such initial Loans are RC Loans requested to be made by it, or Bid Rate Loans) each Issuing Lender to issue, amend, renew or the Issuing Bank to issue the initial extend any Letter of Credit hereunder, whichever shall first occurCredit, is subject to the determination of each Bank and satisfaction on the Issuing Bank, each in its sole and absolute discretion, that each Closing Date of the following conditions has been fulfilledprecedent: (a) The Unless waived by all the Lenders, the Administrative Agent shall have received on the Agreement Date each Agent’s receipt of the following, in form and substance andeach properly executed by a Responsible Officer of the Parent Borrower or a Guarantor, as the case may be (to the extent there are any Guarantors as of the Closing Date), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the materials referred to in clauses (i), (ii), (iii), (viClosing Date) and (vii), certified each in a manner form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) a certificate executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Parent Borrower and each Guarantor (to the extent there are any Guarantors as of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Closing Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) Revolving Credit Notes executed by the Parent Borrower in favor of each Lender requesting such a certificate Note, each in a principal amount equal to such Lender’s Commitment; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Secretary or an Assistant Secretary Parent Borrower and/or any of the Borrower dated Guarantors (to the Agreement Date certifying the names and true signatures extent there are any Guarantors as of the officers Closing Date) as the Administrative Agent may require to evidence the identities, authority and capacity of the Borrower each Responsible Officer thereof authorized to sign act as a Responsible Officer in connection with this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporationLoan Documents; (iv) a good standing certificate with respect to the Borrower such documents and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for the Borrower, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters certifications as the Administrative Agent may reasonably requestrequire to evidence that each of the Parent Borrower and each Guarantor (to the extent there are any Guarantors as of the Closing Date) is duly organized or formed, validly existing and in good standing, including certified copies of the organization documents and certificates of good standing with respect to the Parent Borrower and the Guarantors (to the extent there are any Guarantors as of the Closing Date); (v) a certificate signed by a Responsible Officer of the Parent Borrower certifying that the conditions specified in subsections 6.2(a) and (b) have been satisfied as of the Closing Date (including, solely for purposes of this subsection 6.1, the representations made in subsections 5.2 and 5.6); (vi) an opinion of counsel for to the Parent Borrower and the Guarantors (to the extent there are any Guarantors as of the Closing Date) in form and substance reasonably satisfactory to the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy ofevidence that the Existing Facility has been or concurrently with the Closing Date is being terminated, each Governmental Approval all Indebtedness and other consent obligations of the Parent Borrower incurred thereunder have been, or approvalwith the initial Revolving Credit Loans hereunder on the Closing Date will be, repaid and the Parent Borrower and its Subsidiaries released from all liability thereunder (except such as by their express terms survive such repayment and termination), and each Governmental Registrationall Liens, listed on Schedule 3.03if any, securing obligations under the Existing Facility have been or concurrently with the Closing Date are being released; (viii) a compliance certificate substantially in the form attached hereto as Exhibit G, signed by a Responsible Officer of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer Parent Borrower dated as of the Borrower, dated Closing Date demonstrating compliance with the Agreement financial covenant contained in subsection 8.1 as of the end of the fiscal quarter most recently ended prior to the Closing Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note audited financial statements of the Parent Borrower for fiscal years 2015 and Bid Rate Note for each Bank2016 (which the Administrative Agent acknowledges it has received); and (x) such additional Information regarding the Loan Documentsother assurances, the Loanscertificates, the Letters of Credit documents, consents or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries opinions as the Administrative Agent, Agent or the Issuing Bank or any Bank Majority Lenders may have reasonably requestedrequire. (b) On Any fees required to be paid on or before the Agreement Date, the following statements Closing Date shall be true and have been paid. (c) The Parent Borrower shall have paid all Attorney Costs of the Administrative Agent shall have received a certificate signed by a duly authorized officer to the extent invoiced prior to or on the Closing Date. (d) In the good faith judgment of the Borrower, dated Administrative Agent and the Agreement Date, stating thatLenders: (i) there shall not have occurred or become known to the representations and warranties Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in Article III are true any financial and correct business projections, budgets, pro forma data and forecasts concerning the Parent Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Closing Date that has had or could reasonably be expected to result in all material respects on and as of the Agreement Date; anda Material Adverse Effect; (ii) no event has occurred litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened against the Parent Borrower or any of its Subsidiaries or against any of its or their respective properties as to which there is a reasonable likelihood of an adverse determination and is continuing that constitutes that, if adversely determined, would, individually or in the aggregate, have a Default.Material Adverse Effect; and (ciii) On the Agreement DateParent Borrower shall have received all approvals, the Administrative Agent consents and waivers, and shall have made or given all necessary filings and notices, as shall be satisfied that required to consummate the transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (iA) all outstanding loans and letters any applicable law, rule, regulation, order or decree of credit under any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which the Existing Facilities will be repaid in full, and (ii) all commitments for the making Parent Borrower or any Subsidiary is a party or by which any of loans and issuance of letters of credit under the Existing Facilities will terminatethem or their properties is bound. (d) All fees payable on or prior to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of such Loan or the issuance of such Letter of Credit.

Conditions to Initial Loans and Letters of Credit. The obligation effectiveness of each Bank to make its initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank to issue the initial Letter of Credit hereunder, whichever shall first occur, this Agreement is subject to the determination satisfaction of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) On or before the Effective Date, the Borrower shall have delivered to the Lenders (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Lender) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date; (ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its Board of Directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Borrower in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans and the issuances of the Letters of Credit, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Persons executing this Agreement; (v) Executed copies of this Agreement; and (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Administrative Agent shall have received on the Agreement Date each an originally executed copy of the followingfavorable written opinion of Xxxxxx, in form and substance andXxxx & Xxxxxxxx LLP, in the case of the materials referred special counsel to in clauses (i), (ii), (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated as of the Agreement Effective Date, substantially in the form of Schedule 2.01(a)(i), Exhibit B annexed hereto; the Borrower hereby expressly instructs such counsel to which prepare such opinion and deliver it to the Lenders for their benefit and such opinion shall be attached copies of the resolutions and by-laws referred contain a statement to in such certificate;that effect. (iic) a certificate of the Secretary or The Administrative Agent shall have received an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a originally executed copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an favorable written opinion of counsel for the BorrowerXxxxx X. Xxxxxxx, dated the Agreement Date and addressed to the Administrative Agent and the BanksEsq., with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer Senior Associate General Counsel of the Borrower, dated as of the Agreement Effective Date, setting forth substantially in the manner and degree form of detail in which Exhibit C annexed hereto; the Borrower will make hereby expressly instructs such counsel to prepare such opinion and deliver it to the calculations required by paragraph 3 of Schedule 4.08; (ix) Lenders for their benefit and such opinion shall contain a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requestedstatement to that effect. (bd) On the Agreement Date, the following statements shall be true and the The Administrative Agent shall have received a certificate signed by a duly authorized officer an originally executed copy of the favorable written opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Agents, dated as of the Effective Date, substantially in the form of Exhibit D annexed hereto. (e) All outstanding principal amounts (if any), accrued interest and accrued fees under the 5-Year Credit Agreement, dated as of March 28, 2005, as amended and extended (the “2005 Credit Agreement”), among the Borrower, dated the Agreement DateLenders listed therein and JPMorgan Chase, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on or prior to the Agreement Date, whether pursuant to Section 1.10 or otherwise, and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, administrative agent shall have been paid in full or arrangements satisfactory to full. The Administrative Agent shall promptly notify the Borrower, the Lenders and the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds satisfaction of the conditions set forth in this Section 3.01, and such Loan or notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the issuance “Required Banks” under the 2005 Credit Agreement, and the Borrower agree that, upon the effectiveness of such Letter this Agreement, all commitments under the 2005 Credit Agreement shall terminate in their entirety, automatically and without any requirement of notice to any party, all “Letters of Credit” issued thereunder and still outstanding (all of which are Existing Letters of Credit) shall be Letters of Credit hereunder and the obligations of the parties under the 2005 Credit Agreement shall terminate, except as provided in Section 10.08(b) of the 2005 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2005 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.

Conditions to Initial Loans and Letters of Credit. The obligation of each Bank Lender to make fund its Proportionate Share of the initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or and the Issuing Bank obligation of the Agent to issue cause to be issued the initial Letter of Credit hereunder, whichever shall first occur, is subject to the determination of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledprecedent: (a) The Administrative Agent There shall have received on be no pending or, to the Agreement Date each best knowledge of the followingCredit Parties, litigation threatened in form and substance andwriting, in the case of the materials referred to in clauses (i)proceeding, (ii), (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State inquiry or other appropriate official of the Borrower's action seeking an injunction or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate other restraining order, damages or other relief with respect to the Borrower and each Significant Subsidiary, issued as of a recent date transactions contemplated by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for the Borrower, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice presidentthis Credit Agreement, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan other Credit Documents, the Loans, the Letters of Credit Purchase Documents or the businessCredit Parties' other business activities, assetsexcept where such litigation, Liabilitiesproceeding, financial condition inquiry or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may other action could not have reasonably requesteda Material Adverse Effect. (b) On The Borrowers shall have paid all accrued fees and expenses of the Agreement DateAgent and the Lenders in connection with the negotiation, preparation, execution and delivery of the Credit Documents (including, without limitation, the following statements shall be true reasonable accrued fees and expenses of counsel to the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a DefaultAgent). (c) On The Agent and the Agreement DateLenders shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the Administrative Agent shall be satisfied that (i) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminateClosing Document List attached hereto as Schedule 5.1(c). (d) All fees payable on or prior documentation relating to the transactions contemplated hereby (including, without limitation, the Purchase Documents and the Credit Documents) shall be in form and substance satisfactory to the Agent and the Lenders. (e) All Existing Indebtedness shall be on terms and conditions (including, without limitation, amount, pricing, amortization, intercreditor arrangements and extent of subordination) satisfactory to the Agent. (f) The Credit Parties shall have been released from all obligations under the Existing Credit Agreement Date, whether pursuant to Section 1.10 a release in form and substance satisfactory to the Agent and all liens and security interests related thereto shall have been released or otherwiseterminated. (g) Except for (i) the filing of UCC financing statements under the Code and the Intellectual Property Security Agreement with the United States Patent and Trademark Office, (ii) consents or authorizations which have been obtained or filings which have been made, and all amounts payable which in either case are in full force and effect or (iii) consents or authorizations the failure to obtain or filings the failure to make could not have a Material Adverse Effect, no consent or authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Borrowings hereunder, the grant of the Liens pursuant to Section 8.02 the Credit Documents, the consummation of the transactions contemplated by the Purchase Documents or the continuing operations of the Guarantor and its Subsidiaries following such consummation or with the execution, delivery, performance, validity or enforceability of this Credit Agreement, the Revolving Notes, the Letters of Credit, the other Credit Documents, the Purchase Documents, the Senior Notes or other documents executed in connection with the Senior Notes to which a Credit Party is a party (the Senior Notes and such other documents, the "SENIOR NOTE DOCUMENTS"). (i) No change, occurrence, event or development or event involving a prospective change that could have a Material Adverse Effect shall have occurred and be continuing since December 31, 1998, or (ii) there shall not have occurred a substantial impairment of the financial markets generally that is reasonably likely to materially and adversely affect the transactions contemplated hereby, in each case as determined by the Agent and each Lender in its sole discretion. (i) There shall be established cash management systems for which invoices have been delivered the Borrowers on terms and conditions satisfactory to the Agent including, without limitation, establishment of the Lockboxes with the Lockbox Banks, and the Agent shall have received three separate Lockbox Agreements, duly executed by a Borrower on and a Lockbox Bank. (j) Counsel to the Agent shall have performed a legal review satisfactory to the Agent of all of each Credit Party's material contracts and tax, litigation, environmental and other potential contingent liabilities, and of the corporate and capital structure of the Guarantor and its Subsidiaries. (k) Each Credit Party shall be in compliance with the Indenture and all other material indentures or prior agreements to such datewhich it is a party. (l) The Borrowing Base shall be appropriate, in the Agent's sole discretion, for the Borrowers' overall business and working capital requirements, and the Agent shall have performed an examination satisfactory to it of the working capital assets of the Credit Parties. (m) The Liens and all other security interests in favor of the Agent, for the benefit of the Lenders, shall have been paid duly perfected and shall constitute first and prior Liens, except as otherwise permitted in full or arrangements satisfactory to the Administrative Credit Documents. (n) The Agent shall have been made received evidence satisfactory to cause them it that there will be Unused Availability in an amount satisfactory to it after giving effect to the Revolving Loans to be paid borrowed and the Letters of Credit to be issued on the Closing Date. (o) The Agent shall have received evidence satisfactory to it that (i) the transactions contemplated by each Purchase Agreement have been consummated in full concurrently accordance with its terms, (ii) the disbursement Guarantor has received Central Proceeds of at least $80,000,000 in immediately available funds and (iii) the Guarantor has applied at least $35,000,000 of the proceeds Central Proceeds to repay amounts owing under the Existing Credit Agreement. (p) The Agent shall be satisfied that each of the Credit Parties is and will be Year 2000 Compliant, (B) there are no reasonably foreseeable consequences of any programming errors or systems failures related to the year 2000 relating to the information systems of each of the Credit Parties and (C) each of the Credit Parties has reviewed and assessed all areas within its business and operations that could be adversely affected by the failure of such Loan Credit Party or the issuance of its products to be Year 2000 Compliant. (q) The Agent shall have received such Letter of Creditother approvals, opinions or documents as any Lender may reasonably request.

Conditions to Initial Loans and Letters of Credit. The obligation obligations of each Bank the Lenders to make its initial Loan (whether such initial Loans are RC Loans or Bid Rate Loans) or and of the Issuing Bank Banks to issue the initial Letter Letters of Credit hereunder, whichever hereunder shall first occur, is subject to not become effective until the determination of each Bank and the Issuing Bank, each in its sole and absolute discretion, that date on which each of the following conditions has is satisfied (or waived in accordance with Section 9.02): (a) Prior to or substantially contemporaneously with the initial Borrowing hereunder, the Parent Borrower shall have repaid in full all obligations under the Existing ABL Credit Agreement (other than the Existing Letters of Credit, any letter of credit issued under the Existing ABL Credit Agreement that is cash collateralized and any letter of credit issued under the Existing ABL Credit Agreement that is subject to a Letter of Credit issued to the issuers thereof in such manner as is acceptable to such issuers), all commitments thereunder shall have been fulfilledterminated and all Liens in connection with the Existing ABL Credit Agreement shall be terminated and released. (b) The Lead Arrangers shall have received all documentation and information at least five (5) Business Days prior to the Closing Date as is reasonably requested in writing by the Lead Arrangers about the Loan Parties, in each case, to the extent (i) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and (ii) requested in writing at least ten Business Days prior to the Closing Date. (c) The Lead Arrangers shall have received unaudited financial statements for any interim period or periods of Holdings and its Subsidiaries ended after the date of the most recent audited financial statements filed with the Securities and Exchange Commission, including unaudited financial statements for the fiscal quarter ending May 3, 2014. The Lead Arrangers shall have received projections of Loan Parties, and an opening pro forma balance sheet for Holdings and its Subsidiaries, in each case in form and substance reasonably satisfactory to the Lead Arrangers, including projected balance sheets, income statements, statements of cash flows and availability of Holdings and its Subsidiaries on a monthly basis for the period through the end of the 2014 and on an annual basis thereafter through the end of the 2016 fiscal year. (d) The Loan Documents required to be delivered as of the Closing Date and required to be executed by the Loan Parties shall have been executed by the Loan Parties and copies of executed counterparts thereof shall have been delivered to Administrative Agent and Co-Collateral Agents, including: (ai) The Administrative Agent shall have received on the Agreement Date each of the following, in form and substance and, in the case of the materials referred to in clauses a favorable written opinion (i), (ii), (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect to the Borrower and each Significant Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for the Borrower, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank Banks and the Lenders and dated the Closing Date) of each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special New York counsel for the Loan Parties, and Xxxxx Xxxxxxx, General Counsel of Holdings, covering such matters relating to the Loan Parties, the Loan Documents or any Bank may have the Transactions as the Administrative Agent or the Required Lenders shall reasonably requestedrequest. Each of Holdings, the Parent Borrower and Purchasing hereby requests such counsel to deliver such opinions. (ii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (iii) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Parent Borrower, confirming compliance with the conditions set forth in clauses (a), (b) On and (c) of Section 4.02 as of the Agreement Closing Date, the following statements . (iv) The Collateral and Guarantee Requirement shall be true have been satisfied and the Administrative Agent shall have received a certificate completed Perfection Certificate dated the Closing Date and signed by a duly authorized an executive officer or Financial Officer of the Parent Borrower, dated the Agreement Datetogether with all attachments contemplated thereby, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Date, the Administrative Agent shall be satisfied that have received the results of a search of the Uniform Commercial Code (ior equivalent) all outstanding loans and letters of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminate. (d) All fees payable on or prior filings made with respect to the Agreement Date, whether pursuant to Section 1.10 Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or otherwise, similar documents) disclosed by such search and all amounts payable pursuant to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; provided that, other than to the extent that perfection may be achieved through (i) the execution of the Loan Documents, (ii) the filing of a Uniform Commercial Code financing statement with the appropriate office, (iii) the possession by the Administrative Agent of stock certificates or other certificates representing Equity Interests, to the extent that any Collateral or the grant of a security interest in or the perfection of a security interest in any Collateral is not provided on the Closing Date after the use by the Loan Parties of commercially reasonable efforts to do so (or without undue burden or expense), the delivery of such Collateral or documents or other instruments necessary to achieve perfection or the granting of a security interest required by the Collateral and Guarantee Requirement shall not constitute a condition precedent to the Closing Date but shall instead be required to be delivered within 90 days after the Closing Date or, in the case of Control Agreements, within 120 days after the Closing Date (in each case, or such later date as the Administrative Agent may agree). None of the Collateral shall be subject to any Liens, except for liens permitted under Section 6.02. (v) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and lender loss payee thereunder to the extent required under Section 5.07. (e) Minimum opening Excess Availability as of the Closing Date, after the application of proceeds of the initial Loans and issuance of initial Letters of Credit, and after provision for payment of all fees and expenses of the Transactions, shall be not less than $750,000,000. Administrative Agent shall have received a Borrowing Base Certificate dated as of, and through the period ended, May 3, 2014. (f) Holdings shall have (i) a public corporate family rating from Xxxxx’x, (ii) a public corporate credit rating from S&P and (iii) a public credit rating for the credit facility under this Agreement from each of Xxxxx’x and S&P. (g) No Defaults or Events of Default shall exist or have occurred and be continuing. All costs, fees and expenses contemplated hereby due and payable on the Closing Date to Agent, Co- Collateral Agents, Lead Arrangers and Lenders shall have been made paid to cause them the extent invoiced to be paid Parent Borrower within 5 days prior to the Closing Date. (h) There shall not exist any action, suit, investigation, litigation or proceeding pending in full concurrently with any court or before any arbitrator or governmental authority that challenges the disbursement of legality of, or otherwise seeks to enjoin, the proceeds of such Loan credit facility under this Agreement or the issuance of such Letter of Creditother Transactions.

Conditions to Initial Loans and Letters of Credit. The obligation of each Bank to make its initial Loan (whether such initial the Initial Loans are RC Loans or Bid Rate Loans) or the Issuing Bank and to issue the initial Letter Letters of Credit hereunderis, whichever shall first occurin addition to the conditions precedent specified in Section 3.02, is subject to the determination satisfaction of each Bank and the Issuing Bank, each in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) On or before the Effective Date, the Company shall have delivered to the Banks (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Bank) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date; (ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its Board of Directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Company in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans and the issuances of the Letters of Credit, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Persons executing this Agreement; (v) Executed copies of this Agreement; and (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Administrative Agent shall have received on the Agreement Date each an originally executed copy of the followingfavorable written opinion of Xxxxx X. Xxxxxxx, in form and substance andEsq., in the case Senior Associate General Counsel of the materials referred to in clauses (i)Company, (ii), (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent: (i) a certificate dated as of the Secretary or an Assistant Secretary of the Borrower, dated the Agreement Effective Date, substantially in the form of Schedule 2.01(a)(i), Exhibit B annexed hereto; the Company hereby expressly instructs such counsel to which shall be attached copies of the resolutions prepare such opinion and by-laws referred to in such certificate; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Agreement Date certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a copy of the certificate of incorporation of the Borrower and each Significant Subsidiary, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation; (iv) a good standing certificate with respect deliver it to the Borrower Banks for their benefit and each Significant Subsidiary, issued as of such opinion shall contain a recent date by the Secretary of State or other appropriate official of the Borrower's or such Significant Subsidiary's jurisdiction of incorporation, together with a telegram, if available, from such Secretary of State or other official, updating the information in such certificate; (v) an opinion of counsel for the Borrower, dated the Agreement Date and addressed statement to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vi) an opinion of counsel for the Administrative Agent, dated the Agreement Date and addressed to the Administrative Agent and the Banks, with respect to such matters as the Administrative Agent may reasonably request; (vii) a copy of, each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; (viii) a certificate of the president, a vice president, the treasurer, an assistant treasurer or chief financial officer of the Borrower, dated the Agreement Date, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule 4.08; (ix) a duly executed RC Note and Bid Rate Note for each Bank; and (x) such additional Information regarding the Loan Documents, the Loans, the Letters of Credit or the business, assets, Liabilities, financial condition or results of operations of the Borrower and the Significant Subsidiaries as the Administrative Agent, the Issuing Bank or any Bank may have reasonably requestedthat effect. (bc) On the Agreement Date, the following statements shall be true and the The Administrative Agent shall have received a certificate signed by a duly authorized officer an originally executed copy of the Borrowerfavorable written opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel to the Agents, dated the Agreement Date, stating that: (i) the representations and warranties contained in Article III are true and correct in all material respects on and as of the Agreement Date; and (ii) no event has occurred and is continuing that constitutes a Default. (c) On the Agreement Effective Date, substantially in the Administrative Agent shall be satisfied that (i) all outstanding loans and letters form of credit under the Existing Facilities will be repaid in full, and (ii) all commitments for the making of loans and issuance of letters of credit under the Existing Facilities will terminateExhibit C annexed hereto. (d) All fees payable on or prior to The 5-Year Credit Agreement, dated as of April 1, 2002 (the Agreement Date"2002 Credit Agreement"), whether pursuant to Section 1.10 or otherwiseamong the Company, the Banks listed therein and JPMorgan Chase, as administrative agent, and all amounts payable pursuant commitments to Section 8.02 for which invoices have been delivered to the Borrower on or prior to such date, lend thereunder shall have been paid terminated and the obligations of the Company thereunder shall have been discharged in full or arrangements satisfactory (and each of the Banks that is a "Bank" as defined in the 2002 Credit Agreement hereby waives any requirement of notice for the effectiveness of such termination). (e) The 364-Day Credit Agreement, dated as of March 31, 2003 (the "2003 Credit Agreement"), among the Company, the Banks listed therein and JPMorgan Chase, as administrative agent, and all commitments to lend thereunder shall have been terminated and the obligations of the Company thereunder shall have been discharged in full. The Administrative Agent shall promptly notify the Company, the Banks and the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds satisfaction of the conditions set forth in this Section 3.01, and such Loan or notice shall be conclusive and binding on all parties hereto. Promptly thereafter, the issuance of such Letter of Creditnotes issued by the Borrowers under the 2002 Credit Agreement and the 2003 Credit Agreement shall be returned by the lenders thereunder to the Company, marked "Cancelled".