Common use of Initial and Subsequent Extensions of Credit Clause in Contracts

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of the Lenders to make any Loan to the Borrower upon the occasion of each extension of credit hereunder (including the initial extension of credit, but excluding any Continuations or Conversion of Loans) is subject to the conditions precedent that, both immediately prior to the making of such extension of credit and also after giving effect thereto and to the intended use thereof: (a) the representations and warranties made by the Borrower SFEC and SFH in Section 8, and by each Obligor in each of the other Loan Documents to which it is a party, shall be true and complete on and as of the date of the making of such extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indentures. Each notice of borrowing, or request for issuance of a Letter of Credit, by the Borrower hereunder shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. The ------------------------------------------- Except as set forth in Section 2.03, the obligation of the Lenders to make any Loan or otherwise extend any credit to the Borrower upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension of credit, but excluding any Continuations or Conversion of Loansborrowing) is subject to the further conditions precedent that, both : (i) Both immediately prior to the making of such Loan or other extension of credit and also after giving PRO FORMA effect thereto and to the intended use thereof: (a) no Default or Event of Default shall have occurred and be continuing; and (b) the representations and warranties made by the Borrower SFEC and SFH Obligors in Section 8, and by each Obligor in each of the other Loan Basic Documents to which it is a party, shall be true and complete on and as of the date of the making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);. (bii) no Default No material litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall have occurred and be continuing; andcontinuing or threatened against any Obligor or any of the officers or directors of any thereof in connection with any Basic Document or any of the transactions contemplated hereby or thereby. (ciii) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such The Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indenturesuse of proceeds thereof shall not contravene, violate or conflict with, nor involve any Lender in a violation of, any law, rule, injunction, or regulation or determination of any court of law or other Governmental Authority. Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit by the Borrower hereunder shall constitute a certification by the Borrower to the effect set forth in the preceding sentence clause (i) above (both as of the date of such notice or request and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). Each notice submitted by Borrower hereunder for an extension of credit hereunder shall constitute a representation and warranty by Borrower, as of the date of such notice and as of the relevant borrowing date or date of issuance of a Letter of Credit, as applicable, that the applicable conditions in Sections 7.01 and 7.02 are satisfied.

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of the Lenders to make any Loan or otherwise extend any credit to the Borrower either Obligor upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension borrowings of credit, but excluding any Continuations or Conversion of the Tender Offer Loans and the Post-Merger Loans) is subject to the further conditions precedent that, both immediately prior to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default shall have occurred and be continuing; (b) the representations and warranties made by the Borrower SFEC and SFH in Section 8, and by each Obligor in Section 8 hereof (other than, in the case of any borrowing prior to the Merger Date, the representations and warranties set forth in paragraph (ii) in the last sentence of Section 8.02 hereof) and in each of the other Loan Documents Basic Document to which it such Obligor is a party, shall be true and complete in all material respects on and as of the date of the making of such Loan or other extension of credit (and after giving effect thereto) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate extent there are Loans outstanding under any Revolving Credit Facility, the aggregate principal amount of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured together with the aggregate amount of all Letter of Credit Liabilities under any tests therefor set forth in such Facility shall not exceed the Senior Subordinated Notes Indentures and Borrowing Base for such Facility reflected on the SFEC Indenturesmost recent Borrowing Base Certificate delivered pursuant to Section 7.04(c) or 9.01(f) hereof. Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit by the a Borrower hereunder shall constitute a certification by the such Borrower to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the such Borrower otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. The ------------------------------------------- Except as set forth in Section 2.03, the obligation of the Lenders to make any Revolving Credit Loan or otherwise extend any credit to the Borrower upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension of credit, but excluding any Continuations or Conversion of Loansborrowing) is subject to the further conditions precedent that, both : (i) Both immediately prior to the making of such Revolving Credit Loan or other extension of credit and also after giving pro forma effect thereto and to the intended use thereof: (a) no Default or Event of Default shall have occurred and be continuing; and (b) the representations and warranties made by the Borrower SFEC and SFH Obligors in Section 8, and by each Obligor in each of the other Loan Basic Documents to which it is a party, shall be true and complete on and as of the date of the making of such Revolving Credit Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);. (bii) no Default No material litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall have occurred and be continuing; andcontinuing or threatened against any Obligor or any of the officers or directors of any thereof in connection with any Basic Document or any of the transactions contemplated hereby or thereby. (ciii) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such The Revolving Credit Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indenturesuse of proceeds thereof shall not contravene, violate or conflict with, nor involve any Lender in a violation of, any law, rule, injunction, or regulation or determination of any court of law or other Governmental Authority. Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit by the Borrower hereunder shall constitute a certification by the Borrower to the effect set forth in the preceding sentence clause (i) above (both as of the date of such notice or request and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). Each notice submitted by Borrower hereunder for an extension of credit hereunder shall constitute a representation and warranty by Borrower, as of the date of such notice and as of the relevant borrowing date or date of issuance of a Letter of Credit, as applicable, that the applicable conditions in Sections 7.02 and 7.03 are satisfied.

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of Lender to advance any proceeds of the Lenders Loan, which advance, at Lender's election, may be required to make any Loan to the Borrower upon the occasion of each extension of credit hereunder (including the initial extension of creditbe made through an escrow with a title insurance company, but excluding any Continuations or Conversion of Loans) is subject to the further satisfaction of the following conditions precedent that, (both immediately prior to the making of such extension of credit advance and also after giving effect thereto and to the intended use thereof), each of which shall be satisfactory to Lender: (a) the representations and warranties made by Borrower in the Borrower SFEC and SFH in Section 8, Loan Documents and by each Obligor in each of the other Loan Documents to which it is a party, party shall be true and complete on and as of the date of the making of such extension of credit Loan with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default or Event of Default shall have occurred and be continuing; (c) Lender shall have received a Notice of Borrowing pursuant to Section 4.05 in the case of a requested Loan disbursement; (d) Lender shall have received a completed Borrowing Certificate signed by a Financial Officer setting forth computations evidencing compliance with the covenants contained in Sections 9.07, 9.08, 9.09, 9.10, and 9.11; (e) Lender shall have received a certificate from the Financial Officer that (i) there has been no material adverse change in the financial condition or business condition of any Obligor, any tenant (specifically excluding the tenant at the Woodridge property) under a Qualified Lease, any parent, principal or guarantor of any tenant under a Qualified Lease since the date of the most recent financial statements delivered to Lender and (ii) after giving effect to the advance of the Loan proceeds and transactions related thereto shall not have a material adverse effect on any of the foregoing; (f) On or before the second advance of any proceeds of the Loan following the Effective Date, Borrower shall have presented a plan acceptable to Lender in its reasonable discretion (a "WOODRIDGE FF&E PLAN") as to how to have adequate furniture, fixtures and equipment to operate the property at the Woodridge location (which was the property under the Loews Lease) for a tenant or operator to enter into a Qualified Lease to operate such property as a reasonably comparable theater property and consistent with the other Megaplex Properties. The parties acknowledge such plan may include or be based upon a settlement relating to the Loews Lease or may require funds to be escrowed for such expenses; (g) On or before the advance of proceeds or draw of the Loan relating to Tranche C pursuant to Section 2.04B(a) above, Borrower shall have also complied with provisions of Section 7.03 and 7.05 below; and (ch) On or before the advance of proceeds or draw of the Loan relating to Tranche C pursuant to Section 2.04B(b) above, Borrower shall have delivered to the Administrative Agent a certificate also complied with provisions of a Responsible Officer of the Borrower, in form Section 7.03 and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indentures. Each notice of borrowing, or request for issuance of a Letter of Credit, by the Borrower hereunder shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).7.06

Initial and Subsequent Extensions of Credit. The ------------------------------------------- Notwithstanding anything to the contrary in this Credit Agreement, the obligation of the Lenders any Bank to make any Loan or otherwise extend any credit to the Borrower Company upon the occasion of each borrowing or other extension of credit hereunder (including the initial borrowing or other extension of credit, but excluding any Continuations or Conversion of LoansCredit) is subject to the further conditions precedent that, both immediately prior to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: : (a) no Default shall have occurred and be continuing; (b) the representations and warranties made by the Borrower SFEC and SFH Company in Section 87 and 8 hereof, and by each Obligor the Company in each of the other Loan Basic Documents to which it is a party, shall be true and complete on and as of the date of the making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer aggregate amount of the Borrower, in form and substance reasonably satisfactory to Tier I Credits shall not exceed the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction lesser of the Administrative Agent that such Loans may be permissibly incurred Tier I Commitment or the Borrowing Base reflected on the most recent Borrowing Base Certificate delivered pursuant to Section 8.01(d) hereof; (d) the aggregate amount of the Tier II Credits shall not exceed the lesser of the Tier II Commitment or the Tier II Borrowing Base reflected on the most recent Borrowing Base Certificate delivered pursuant to Section 8.01(d) hereof; and secured under any tests therefor set forth (e) the aggregate amount of all the outstanding Credits shall not exceed the amount of the Commitments of all the Banks then in the Senior Subordinated Notes Indentures and the SFEC Indentureseffect. Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit or for the creation and discount of Acceptances by the Borrower Company hereunder shall constitute a certification by the Borrower Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower Company otherwise notifies the Administrative Agent Bank prior to the date of such borrowing borrowing, issuance or issuancecreation and discount, as of the date of such borrowing borrowing, issuance or issuancecreation and discount).

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of ------------------------------------------- the Lenders to make any Loan Loan, including, without limitation, the obligation to create and discount any Bankers' Acceptance, or otherwise extend any credit to the Borrower Borrowers upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension of creditborrowing, but excluding any Continuations or Conversion of Loansthe borrowing to be made on the Term B Loan Closing Date, the borrowing to be made on the Term B-1 Loan Closing Date and the borrowing to be made on the Term C Loan Closing Date) is subject to the further conditions precedent that, both immediately prior to the making of such Loan or creation and discount of such Bankers' Acceptance or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default shall have occurred and be continuing; and (b) the representations and warranties made by the Borrower SFEC and SFH Obligors in Section 88 hereof, and by each Obligor of the Group Members in each of the other Loan Basic Documents to which it is a party, shall be true and complete on and as of the date of the making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indentures. Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit by the Borrower Borrowers hereunder shall constitute a certification by the Borrower Borrowers to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower Borrowers otherwise notifies notify the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). Notwithstanding anything herein to the contrary, for purposes of Loans to be made on the Term C Loan Closing Date, any determination to be made that there has been no material adverse change in the financial condition, operation, business or prospects of PGI and its consolidated Subsidiaries taken as a whole from that set forth in the financial statements referred to in Section 8.02 hereof shall be made only by the Administrative Agent."

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of the Lenders Banks to make any Loan Loans or otherwise extend credit to the Borrower Company upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension of credit, but excluding any Continuations or Conversion of Loans) is subject to the further conditions precedent that, (x) both immediately prior to the making of such Loans or other extension of credit and also after giving effect thereto and to the intended use thereof: : (ai) no Default shall have occurred and be continuing; (ii) the representations and warranties made by the Borrower SFEC and SFH Company in Section 88 hereof, and by each Obligor in each of the other Loan Basic Documents to which it is a party, shall be true and complete on and as of the date of the making of such Loans or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); ; and (b) no Default shall have occurred and be continuing; and (ciii) the Borrower aggregate principal amount of Loans and Letter of Credit Liabilities shall not exceed the Borrowing Base as determined pursuant to Section 1.03 hereof and (y) if the outstanding Loans and Letter of Credit Liabilities exceed or, with the extension of credit then being requested by the Company will exceed $50,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer from the Chief Financial Officer, Treasurer or an Assistant Treasurer stating that (A) all of the Borrower, in form and substance reasonably satisfactory to obligations under the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth Basic Documents are "Senior Debt" (as defined in the Senior Subordinated Notes Indentures Debt Documents) for the purposes of the Senior Subordinated Debt Documents and (B) the SFEC Indenturesobligations under the Basic Documents (including the extension credit to be made on the date of such certificate) are permitted to be incurred (as defined in the Senior Subordinated Debt Documents) by the Company and its Subsidiaries under the Senior Subordinated Debt Documents and providing the calculations necessary to support the statement made pursuant to this clause (B). Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit by the Borrower Company hereunder shall constitute a certification by the Borrower Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. (a) The ------------------------------------------- obligation of the Lenders each Lender to make any each Loan to be made by it to the Borrower upon hereunder or otherwise extend any credit to the occasion Borrower (including, without limitation, the continuance of each certain loans and commitments under the Existing Credit Agreement on the Effective Date as provided in Section 2.01 hereof, the making of any other extension of credit hereunder (including on the initial extension Effective Date, the issuance, extension, renewal or amendment of creditany Letter of Credit, but excluding and the making of any Continuations or Conversion of LoansIncremental Loan) is subject to the further conditions precedent that, that both immediately prior to the making of such Loan or other extension of credit credit, or such issuance, extension, renewal or amendment, and also after giving effect thereto thereto: (i) no Default shall have occurred and to the intended use thereof: be continuing; and (aii) the representations and warranties made by the Borrower SFEC and SFH in Section 8, and by each other Obligor in each of the other Loan Credit Documents to which it is a party, shall be true and complete on and as of the date of the making of such Loan or other extension of credit credit, or such issuance, extension, renewal or amendment, with the same force and effect as if made on and as of such date (or, if any except to the extent such representation or warranty is representations and warranties expressly stated relate to have been made as of a specific date, as of such specific an earlier date); (b) no Default shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indentures. Each notice of borrowing, borrowing or request for issuance the issuance, extension, renewal or amendment of a Letter of Credit, Credit by the Borrower hereunder shall be deemed to constitute a certification by the Borrower to the effect set forth in the preceding sentence foregoing clauses (i) and (ii) (both as of the date of such notice or request and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such borrowing borrowing, issuance, extension, renewal or issuanceamendment, as of the date of such borrowing borrowing, issuance, extension, renewal or issuanceamendment). (b) In addition, the obligation of each Revolving Credit Lender to make each Revolving Credit Loan to be made by it to the Borrower hereunder on any Borrowing Date (including, without limitation, the making of the initial Revolving Credit Loans) is subject to the further condition precedent that, if the aggregate principal amount of all Revolving Credit Loans to be made hereunder on such Borrowing Date is in excess of $20,000,000 (unless the proceeds of such Loans are to be, and are in fact, used to make repayments of Term Loans or Incremental Loans), the Agent shall have received a certificate of a Senior Officer (in form and detail satisfactory to the Agent) setting forth the Total Leverage Ratio after giving effect to the making of such Revolving Credit Loans and annexing thereto calculations of the Total Leverage Ratio. (c) In addition, the obligation of each Revolving Credit Lender to make each Revolving Credit Loan to be made by it to the Borrower hereunder on any Borrowing Date (including, without limitation, the making of the initial Revolving Credit Loans) is subject to the further condition precedent that both immediately prior to such Loan and after giving effect thereto no action shall have been taken by the Majority Lenders (including, without limitation, any modification or amendment to this Agreement or the waiver of any default hereunder) which action has the effect of causing any condition precedent specified in clauses (i) and (ii) of paragraph (a) above to be satisfied unless such action has been consented to by the Majority Revolving Credit Lenders or such condition precedent would otherwise be satisfied in the absence of such action by the Majority Lenders. (d) In addition, the obligation of each Incremental Loan Lender to make each Incremental Loan to be made by it to the Borrower hereunder (including, without limitation, the making of the initial Incremental Loans) is subject to the further condition precedent that immediately after giving effect to such Loan the Borrower shall be in compliance with Sections 8.11, 8.12, 8.13 and 8.14 hereof (calculated on a Pro Forma Basis as if such Incremental Loan had been made on the first day of the relevant calculation period).

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of the Lenders any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, to make any Loan Loan, issue any Letter of Credit or otherwise extend any credit to the Borrower Company upon the occasion of each borrowing, issuance or other extension of credit hereunder (including the initial Loan, Letter of Credit or other extension of credit, but excluding any Continuations or Conversion of Loans) is subject to the further conditions precedent that, both immediately prior to the making of such Loan, issuance of such Letter of Credit or other extension of credit and also after giving effect thereto and to the intended use thereof: : (a) no Default exists and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligations; (b) the representations and warranties made by the Borrower SFEC and SFH Company in Section 87 hereof, and by each Obligor in each of the other Loan Basic Documents to which it is a party, shall be true and complete correct in all material respects on and as of the date of the making of such Loan, issuance of such Letter of Credit or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer aggregate outstanding principal amount of the BorrowerCredit Exposure shall not exceed the lesser of (x) the Borrowing Base and (y) the Revolving Loan Line Portions; and (d) following a Conversion to Approving Banks Funding Date, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by no Approving Bank’s Credit Exposure shall exceed such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC IndenturesApproving Bank’s Revolving Loan Line Portion. Each notice of borrowing, Borrowing Request or request for the issuance of a Letter of Credit, Credit by the Borrower Company hereunder shall constitute a certification by the Borrower Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, issuance as of the date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of Lender to advance any proceeds of the Lenders Loan, which advance, at Lender's election, may be required to make any Loan to the Borrower upon the occasion of each extension of credit hereunder (including the initial extension of creditbe made through an escrow with a title insurance company, but excluding any Continuations or Conversion of Loans) is subject to the further satisfaction of the following conditions precedent that, (both immediately prior to the making of such extension of credit advance and also after giving effect thereto and to the intended use thereof), each of which shall be satisfactory to Lender: (a) the representations and warranties made by Borrower in the Borrower SFEC and SFH in Section 8, Loan Documents and by each Obligor in each of the other Loan Documents to which it is a party, party shall be true and complete on and as of the date of the making of such extension of credit Loan with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default or Event of Default shall have occurred and be continuing; andxl 42 (c) Lender shall have received a Notice of Borrowing pursuant to Section 4.05 in the case of a requested Loan disbursement; (d) Lender shall have received a completed Borrowing Certificate signed by a Financial Officer setting forth computations evidencing compliance with the covenants contained in Sections 9.07, 9.08, 9.09, 9.10, and 9.11; (e) Lender shall have received a certificate from the Financial Officer that (i) there has been no material adverse change in the financial condition or business condition of any Obligor, any tenant (specifically excluding the tenant at the Woodridge property) under a Qualified Lease, any parent, principal or guarantor of any tenant under a Qualified Lease since the date of the most recent financial statements delivered to Lender and (ii) after giving effect to the advance of the Loan proceeds and transactions related thereto shall not have a material adverse effect on any of the foregoing; and (f) On or before the second advance of any proceeds of the Loan, Borrower shall have delivered presented a plan acceptable to Lender in its reasonable discretion (a "Woodridge FF&E Plan") as to how to have adequate furniture, fixtures and equipment to operate the property at the Woodridge location (which was the property under the Loews Lease) for a tenant or operator to enter into a Qualified Lease to operate such property as a reasonably comparable theater property and consistent with the other Megaplex Properties. The parties acknowledge such plan may include or be based upon a settlement relating to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory Loews Lease or may require funds to the Administrative Agent and accompanied by be escrowed for such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indenturesexpenses. Each notice Notice of borrowing, or request for issuance of a Letter of Credit, by the Borrower hereunder Borrowing shall constitute a certification by the Borrower to the effect set forth in clauses (a) and (b) in the preceding sentence (both as of the date of such notice or request and, unless the Borrower otherwise notifies the Administrative Agent Lender in writing prior to the date of such borrowing or issuanceborrowing, as of the date of such borrowing or issuanceborrowing).

Initial and Subsequent Extensions of Credit. The obligation ------------------------------------------- obligation of the Lenders to make any Loan to the Borrower upon the occasion of each extension of credit hereunder (including the initial extension of creditcredit and any extension of credit the proceeds of which are used to finance in whole or in part the Walibi Acquisition and/or the Tender Offer, but excluding any Continuations or Conversion of Loans) is subject to the conditions precedent that, both immediately prior to the making of such extension of credit and also after giving effect thereto and to the intended use thereof: (a) the representations and warranties made by the Borrower SFEC and SFH in Section 8, and by each Obligor in each of the other Loan Documents to which it is a party, shall be true and complete on and as of the date of the making of such extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indentures. Each notice of borrowing, or request for issuance of a Letter of Credit, by the Borrower hereunder shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. (a) The ------------------------------------------- effectiveness of this Agreement (and the amendment and restatement of the Existing Credit Agreement to be effected thereby) and the obligation of the Lenders to make any Loan or otherwise extend any credit to the Borrower Company upon the occasion of each extension of credit borrowing hereunder (including the initial extension of credit, but excluding any Continuations or Conversion of Loansborrowing on the Effective Date) is are subject to the further conditions precedent that, both immediately prior to such effectiveness and to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (ai) no Default shall have occurred and be continuing; (ii) the representations and warranties made by the Borrower SFEC and SFH Company in Section 88 hereof, and by each Obligor in each of the other Loan Documents to which it is a party, shall be true and complete on and as of the date of such effectiveness or the date of the making of such Loan or other extension of credit credit, as the case may be, with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (ciii) the Borrower aggregate principal amount of the Facility A Loans together with the aggregate amount of all Letter of Credit Liabilities shall not exceed the Borrowing Base reflected on the most recent Borrowing Base Certificate delivered under Section 9.01(f) (or, with respect to the Facility A Loans made prior to the delivery of the first such certificate thereunder, the Borrowing Base Certificate referred to in Section 7.01(c) hereof), PROVIDED that, if requested by the Majority Lenders or the Agent, the Company shall have delivered a Borrowing Base Certificate dated not more than 30 days prior to the Administrative Agent a certificate date of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indenturesborrowing. Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit by the Borrower Company hereunder shall constitute a certification by the Borrower Company to the effect set forth in the preceding first sentence of this Section 7.03(a) (both as of the date of such notice or request and, unless the Borrower Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). (b) The Agent shall have received (i) such Additional Puerto Rico Security Documents as shall be reasonably requested by the Agent in proper form for filing in the corresponding Section of the Registry of Property of the Commonwealth as are required from time to time pursuant to this Agreement and payment of all required filing fees, taxes and all other expenses related to such filings and (ii) an opinion of counsel for the Obligors in form and substance reasonably satisfactory to the Agent in connection with such Additional Puerto Rico Security Documents.

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of ------------------------------------------- the Lenders to make any Loan Loan, including, without limitation, the obligation to create and discount any Bankers' Acceptance, or otherwise extend any credit to the Borrower Borrowers upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension of credit, but excluding any Continuations or Conversion of Loansborrowing and the borrowing to be made on the Term B Loan Closing Date) is subject to the further conditions precedent that, both immediately prior to the making of such Loan or creation and discount of such Bankers' Acceptance or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default shall have occurred and be continuing; (b) the representations and warranties made by the Borrower SFEC and SFH Obligors in Section 88 hereof, and by each Obligor of the Group Members in each of the other Loan Basic Documents to which it is a party, shall be true and complete on and as of the date of the making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (c) the Borrower PGI shall not have delivered to the Administrative Agent requested a certificate release of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth Collateral as contemplated in the Senior Subordinated Notes Indentures and the SFEC IndenturesGerman Security Documents. Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit by the Borrower Borrowers hereunder shall constitute a certification by the Borrower Borrowers to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower Borrowers otherwise notifies notify the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). Notwithstanding anything herein to the contrary, for purposes of Loans to be made on the Term B Loan Closing Date, any determination to be made that there has been no material adverse change in the financial condition, operation, business or prospects of PGI and its consolidated Subsidiaries taken as a whole from that set forth in the financial statements referred to in Section 8.02 hereof shall be made only by the Administrative Agent." Amendment No. 2 ---------------

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of the Lenders to make any Loan Loan, including, without limitation, the obligation to create and discount any Bankers' Acceptance, or otherwise extend any credit to the Borrower Borrowers upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension of creditborrowing, but excluding any Continuations or Conversion of Loansthe borrowing to be made on the Term B Loan Closing Date, and the borrowing to be made on the Term B-1 Loan Closing Date) is subject to the further conditions precedent that, both immediately prior to the making of such Loan or creation and discount of such Bankers' Acceptance or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default shall have occurred and be continuing; and (b) the representations and warranties made by the Borrower SFEC and SFH Obligors in Section 88 hereof, and by each Obligor of the Group Members in each of the other Loan Basic Documents to which it is a party, shall be true and complete on and as of the date of the making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (b) no Default shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indentures. Each notice of borrowing, borrowing or request for the issuance of a Letter of Credit, Credit by the Borrower Borrowers hereunder shall constitute a certification by the Borrower Borrowers to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Borrower Borrowers otherwise notifies notify the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). Notwithstanding anything herein to the contrary, for purposes of Loans to be made on the Term B Loan Closing Date, any determination to be made that there has been no material adverse change in the financial condition, operation, business or prospects of PGI and its consolidated Subsidiaries taken as a whole from that set forth in the financial statements referred to in Section 8.02 hereof shall be made only by the Administrative Agent."

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of the Lenders each Bank to make any Loan hereunder and the obligation of the Letter of Credit Agent to the Borrower upon the occasion issue any Letter of each extension of credit Credit hereunder (including the initial extension Extension of credit, but excluding any Continuations or Conversion of LoansCredit) is subject to the further conditions precedent that, both immediately prior to the making such Extension of such extension of credit Credit and also after giving effect thereto and to the intended use thereofthereto: (a) no Default shall have occurred and be continuing (unless the same shall have been waived in accordance with Section 11.4 hereof); (b) if such Extension of Credit consists of Loans, the conditions set out in Section 2.1 hereof have been satisfied, and, if such Extension of Credit consists of a Letter of Credit, the conditions set out in Section 2.3 hereof have been satisfied; (c) unless such Extension of Credit consists of Loans that will not result in an increase in the aggregate principal amount of the Loans outstanding hereunder (in which case the condition in this clause (c) shall not apply), the representations and warranties made by the Borrower SFEC and SFH Company in Section 8, and by each Obligor in each of the other Loan Documents to which it is a party, 7 hereof shall be true and complete on and as of the date of the making of such extension Extension of credit Credit with the same force and effect as if made on and (unless such representation specifically states that it is made as of an earlier date) as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (bd) no Default unless such Extension of Credit consists of Loans that will not result in an increase in the aggregate principal amount of the Loans outstanding hereunder (in which case the condition in this clause (d) shall not apply), since December 31, 1996, there shall have occurred and be continuing; and (c) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and accompanied by such appraisals, if necessary, and other showings that shall demonstrate to the reasonable satisfaction of the Administrative Agent that such Loans may be permissibly incurred and secured under any tests therefor set forth in the Senior Subordinated Notes Indentures and the SFEC Indenturesbeen no Material Adverse Change. Each notice requesting an Extension of borrowing, or request for issuance of a Letter of Credit, Credit hereunder by the Borrower Company hereunder shall be deemed to constitute a certification representation by the Borrower Company to the effect set forth in clauses (a), (b), (c) and (d) of the preceding sentence (both as of the date of such notice or request and, unless the Borrower Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuanceAgent, as of the date of such borrowing or issuance)Extension of Credit.