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

Conditions to Initial Loans and Letters of Credit. The effectiveness of this Agreement is subject to satisfaction of each of the following conditions: (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 an originally executed copy of the favorable written opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B 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. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Counsel of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit 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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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, the Lenders listed therein and JPMorgan Chase, as administrative agent shall have been paid in full. The Administrative Agent shall promptly notify the Borrower, the Lenders and the Administrative Agent of the satisfaction of the conditions set forth in this Section 3.01, and such notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the “Required Banks” under the 2005 Credit Agreement, and the Borrower agree that, upon the effectiveness of 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 effectiveness of this Agreement is subject to satisfaction of each of the following conditions: (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 Borrower shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel paid all fees and other amounts due and payable to the Borrower, dated as 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, substantially in the form of Exhibit B 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. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion opinions of E. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., General Counsel of the Borrower and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Counsel of the Borrower, each dated as of the Effective Date, Date and substantially in the form of Exhibit 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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 2823, 20052011, as amended and extended from time to time (the “2005 2011 Credit Agreement”), among the Borrower, the Lenders listed therein and JPMorgan Chase, as administrative agent agent, shall have been paid in full. The Administrative Agent shall promptly notify the Borrower, the Lenders and the Administrative Agent of the satisfaction of the conditions set forth in this Section 3.01, and such notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the “Required Banks” under the 2005 2011 Credit Agreement, and the Borrower agree that, upon the effectiveness of this Agreement, all commitments under the 2005 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 2005 2011 Credit Agreement shall terminate, except as provided in Section 10.08(b) of the 2005 2011 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2005 2011 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.

Conditions to Initial Loans and Letters of Credit. The effectiveness obligations of this Agreement is subject the Lenders to satisfaction make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) On Prior to or before substantially contemporaneously with the Effective Dateinitial Borrowing hereunder, the Parent Borrower shall have delivered 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 Lenders issuers thereof in such manner as is acceptable to such issuers), all commitments thereunder shall have been terminated and all Liens in connection with the Existing ABL Credit Agreement shall be terminated and released. (or b) The Lead Arrangers shall have received all documentation and information at least five (5) Business Days prior to the Administrative Agent with sufficient copiesClosing Date as is reasonably requested in writing by the Lead Arrangers about the Loan Parties, originally executed where appropriatein each case, for each Lender) each, unless otherwise noted, dated to the Effective Date: extent (i) Certified copies of its Certificate of Incorporationrequired by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, together with a good standing certificate from including without limitation the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date Patriot Act and (ii) requested in writing at least ten Business Days prior to the Effective Closing Date;. (iic) Copies The Lead Arrangers shall have received unaudited financial statements for any interim period or periods of Holdings and its BylawsSubsidiaries ended after the date of the most recent audited financial statements filed with the Securities and Exchange Commission, certified 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 Effective Closing 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 andLoan 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, 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;including: (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. (bi) The Administrative Agent shall have received an originally executed copy of the a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Closing Date) of each of Skadden, Arps, Slate, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇ LLP, special New York counsel for the Loan Parties, and ▇▇▇▇▇ LLP, special counsel to the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B 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. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Counsel of Holdings, covering such matters relating to the BorrowerLoan Parties, dated the Loan Documents or the Transactions as the Administrative Agent or the Required Lenders shall reasonably request. Each of Holdings, the Effective Date, substantially in the form of Exhibit C annexed hereto; the Parent Borrower and Purchasing hereby expressly instructs requests such counsel to prepare deliver such opinion and deliver it to the Lenders for their benefit and such opinion shall contain a statement to that effectopinions. (dii) The Administrative Agent shall have received an originally executed copy 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 favorable written opinion 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) and (c) of Section 4.02 as of the Closing Date. (iv) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Parent Borrower, together with all attachments contemplated thereby, and the Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and 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 ▇▇▇▇▇’▇, (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 ▇▇▇▇▇’▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPand S&P. (g) No Defaults or Events of Default shall exist or have occurred and be continuing. All costs, special counsel fees and expenses contemplated hereby due and payable on the Closing Date to the Agent, Co- Collateral 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 Lead Arrangers 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, the Lenders listed therein and JPMorgan Chase, as administrative agent shall have been paid to the extent invoiced to 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. The Administrative Agent shall promptly notify any court or before any arbitrator or governmental authority that challenges the Borrowerlegality of, or otherwise seeks to enjoin, the Lenders and credit facility under this Agreement or the Administrative Agent of the satisfaction of the conditions set forth in this Section 3.01, and such notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the “Required Banks” under the 2005 Credit Agreement, and the Borrower agree that, upon the effectiveness of 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”other Transactions.

Conditions to Initial Loans and Letters of Credit. The effectiveness obligation of this Agreement is each Bank to make the Initial Loans and to issue the initial Letters of Credit is, in addition to the conditions precedent specified in Section 3.02, subject to satisfaction of each of the following conditions: (a) On or before the Effective Date, the Borrower Company shall have delivered to the Lenders Banks (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each LenderBank) 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 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 an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇▇, ▇▇▇▇ & . ▇▇▇▇▇▇▇▇ LLP, special counsel to Esq., Senior Associate General Counsel of the BorrowerCompany, dated as of the Effective Date, substantially in the form of Exhibit B annexed hereto; the Borrower Company hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders Banks for their benefit and such opinion shall contain a statement to that effect. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Counsel of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit 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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel to the Agents, dated as of the Effective Date, substantially in the form of Exhibit D C annexed hereto. (ed) All outstanding principal amounts (if any), accrued interest and accrued fees under the The 5-Year Credit Agreement, dated as of March 28April 1, 2005, as amended and extended 2002 (the “2005 "2002 Credit Agreement”"), among the BorrowerCompany, the Lenders Banks listed therein and JPMorgan Chase, as administrative agent agent, and all commitments to lend thereunder shall have been paid terminated and the obligations of the Company thereunder shall have been discharged in full (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 BorrowerCompany, the Lenders Banks and the Administrative Agent of the satisfaction of the conditions set forth in this Section 3.01, and such notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the “Required Banks” under the 2005 Credit Agreement, and the Borrower agree that, upon the effectiveness of 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 Borrowers under the 2005 2002 Credit Agreement and the 2003 Credit Agreement shall be returned by the lenders thereunder to the BorrowerCompany, marked “"Cancelled”".

Conditions to Initial Loans and Letters of Credit. The effectiveness of this Agreement is subject to satisfaction of each of the following conditions: (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 board of Directorsdirectors, 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 Borrower shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel paid all fees and other amounts due and payable to the Borrower, dated as 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, substantially in the form of Exhibit B 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. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion opinions of E. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., Executive Vice President and General Counsel of the Borrower and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Executive Counsel of the Borrower, each dated as of the Effective Date, Date and substantially in the form of Exhibit 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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 28October 4, 20052013, as amended and extended from time to time (the “2005 2013 Credit Agreement”), among the Borrower, the Lenders lenders listed therein and JPMorgan Chase, as administrative agent agent, shall have been paid in 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 of the satisfaction of the conditions set forth in this Section 3.01, and such notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the “Required BanksLenders” under the 2005 2013 Credit Agreement, and the Borrower agree that, upon the effectiveness of this Agreement, all commitments under the 2005 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 2005 2013 Credit Agreement shall terminate, except as provided in Section 10.08(b9.08(b) of the 2005 2013 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2005 2013 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.

Conditions to Initial Loans and Letters of Credit. The effectiveness obligation of this Agreement is each Bank to make the Initial Loans and to issue the initial Letters of Credit is, in addition to the conditions precedent specified in Section 3.02, subject to satisfaction of each of the following conditions: (a) On or before the Effective Date, the Borrower Company shall have delivered to the Lenders Banks (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each LenderBank) 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 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 an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇▇, ▇▇▇▇ & . ▇▇▇▇▇▇▇▇ LLP, special counsel to Esq., Senior Associate General Counsel of the BorrowerCompany, dated as of the Effective Date, substantially in the form of Exhibit B annexed hereto; the Borrower Company hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders Banks for their benefit and such opinion shall contain a statement to that effect. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Counsel of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit 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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel to the Agents, dated as of the Effective Date, substantially in the form of Exhibit D C annexed hereto. (ed) All outstanding principal amounts (if any), accrued interest and accrued fees under the 5-Year The Credit Agreement, dated as of March 28April 1, 2005, as amended and extended 2002 (the “2005 "2002 Credit Agreement”"), among the BorrowerCompany, the Lenders Banks listed therein and JPMorgan Chase, as administrative agent agent, and all commitments to lend thereunder shall have been paid terminated and the obligations of the Company thereunder shall have been discharged in full. The Administrative Agent shall promptly notify the BorrowerCompany, the Lenders Banks and the Administrative Agent of the satisfaction of the conditions set forth in this Section 3.01, and such notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the “Required Banks” under the 2005 Credit Agreement, and the Borrower agree that, upon the effectiveness of 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 Borrowers under the 2005 2002 Credit Agreement shall be returned by the lenders thereunder to the BorrowerCompany, marked “"Cancelled”".

Conditions to Initial Loans and Letters of Credit. The effectiveness of this Agreement is subject to satisfaction of each of the following conditions: (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 board of Directorsdirectors, 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; andand #96109338v22 (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Administrative Agent Borrower shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel paid all fees and other amounts due and payable to the Borrower, dated as 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, substantially in the form of Exhibit B 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. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion opinions of ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., Executive Vice President and General Counsel of the Borrower and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Executive Counsel of the Borrower, each dated as of the Effective Date, Date and substantially in the form of Exhibit 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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 28October 18, 20052019, as amended and extended from time to time (the “2005 2019 Credit Agreement”), among the Borrower, the Lenders lenders listed therein and JPMorgan Chase, as administrative agent agent, shall have been paid in 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 of the satisfaction of the conditions set forth in this Section 3.01, and such notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the “Required BanksLenders” under the 2005 2019 Credit Agreement, and the Borrower agree that, upon the effectiveness of this Agreement, all commitments under the 2005 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 2005 2019 Credit Agreement shall terminate, except as provided in Section 10.08(b9.08(b) of the 2005 2019 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2005 2019 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.

Conditions to Initial Loans and Letters of Credit. The effectiveness of this Agreement is subject to satisfaction of each of the following conditions: (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 board of Directorsdirectors, 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 Borrower shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel paid all fees and other amounts due and payable to the Borrower, dated as 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, substantially in the form of Exhibit B 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. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion opinions of E. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., Executive Vice President and General Counsel of the Borrower and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Executive Counsel of the Borrower, each dated as of the Effective Date, Date and substantially in the form of Exhibit 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 ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 28September 30, 20052016, as amended and extended from time to time (the “2005 2016 Credit Agreement”), among the Borrower, the Lenders lenders listed therein and JPMorgan Chase, as administrative agent agent, shall have been paid in 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 of the satisfaction of the conditions set forth in this Section ‎Section 3.01, and such notice shall be conclusive and binding on all parties hereto. The Lenders party hereto, comprising the “Required BanksLenders” under the 2005 2016 Credit Agreement, and the Borrower agree that, upon the effectiveness of this Agreement, all commitments under the 2005 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 2005 2016 Credit Agreement shall terminate, except as provided in Section 10.08(b9.08(b) of the 2005 2016 Credit Agreement. Promptly thereafter, the notes issued by the borrowers under the 2005 2016 Credit Agreement shall be returned by the lenders thereunder to the Borrower, marked “Cancelled”.