Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received # this Agreement, executed and delivered by the Borrower, the Administrative Agent and each Person identified herein as a Lender signatory hereto, and # the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor.

Credit Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and # duly executed copies of any other Loan Documents to be entered into as of the date hereof and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any Notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Banks and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent.

Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, # duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to [Section 2.10] payable to the order of each such requesting Lender, and # written opinions of the counsel to the Loan Parties, addressed to the Administrative Agent, the Issuing Bank and the Lenders and including the opinions set forth in [Exhibit C].

Credit Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, # either # a counterpart of each other Loan Document signed on behalf of each party thereto or # written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart of such Loan Document and # such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to each such requesting Lender, all in form and substance satisfactory to the Administrative Agent and its counsel.

Credit Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, # either # a counterpart of each other Loan Document signed on behalf of each party thereto or # written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart of such Loan Document and # such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to each such requesting Lender, all in form and substance satisfactory to the Administrative Agent and its counsel.

Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and # duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to [Section 2.10] payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders in substantially the form of Exhibit B.

Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received # from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to [Section 9.06(b)], may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) and # duly executed copies of the other Loan Documents and any promissory notes requested by a Lender pursuant to Section 2.10 payable to each such requesting Lender or its registered assigns and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent.

Credit Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, # either # a counterpart of each other Loan Document signed on behalf of each party thereto or # written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart of such Loan Document and # such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Banks and the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent.

Credit Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, # either # a counterpart of each other Loan Document signed on behalf of each party thereto or # written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart of such Loan Document and # such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and a written opinion of the Loan Parties' counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders, all in form and substance satisfactory to the Administrative Agent and its counsel.

Credit Agreement. The Administrative Agent (or its counsel) shall have received a counterpart of this Credit Agreement (which may include facsimile transmission or electronic mail transmission of a signed signature page of this Credit Agreement) that, when taken together, bear the signatures of Holdings, the Borrower and each Lender.

The Administrative Agent (or its counsel) shall have received # from the Borrower, the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender, including Lenders representing at least the Majority Lenders under and as defined in the Existing Credit Agreement, either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.