Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect with respect to any Loan Party; or any Loan Party other than the Administrative Agent or one of the Lenders contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

Loan Documents. The Administrative Agent shall have received:

Invalidity of Credit Documents. Any material provision of any Credit Document, at any time after its execution and delivery and for any reason other than in accordance with the terms hereof or thereof, or satisfaction in full of all the Obligations, is revoked, terminated, cancelled or rescinded, without the prior written approval of the requisite Lenders as specified in Section 11.6; or any Credit Party commences any legal proceeding at law or in equity to contest, or make unenforceable, cancel, revoke or rescind any of the Credit Documents, or any court or any other Governmental Authority of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Credit Documents is illegal, invalid or unenforceable as to any material terms thereof.

Invalidity of Certain Loan Documents or Subordination Agreements. Any material provision of any Collateral Document, any Guaranty or any intercreditor or subordination agreement required to be entered into pursuant to the terms of this Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under [Section 7.04 or 7.05]5]) or satisfaction in full of all the Obligations (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) ceases to be in full force and effect (except that any such failure to be in full force and effect with respect to the documents referred to in [clause (g)] of the definition of “Loan Documents” shall constitute an Event of Default only if the Borrower receives notice thereof and the Borrower fails to remedy the relevant failure in all material respects within 15 days of receiving said notice); or any Loan Party contests in writing the 83894470_5

Executed Loan Documents. The Administrative Agent (or its counsel) shall have received this Agreement duly executed and delivered by the Borrower and each Lender party hereto, a Revolving Credit Note duly executed and delivered by the Borrower in favor of each Revolving Credit Lender requesting a Revolving Credit Note, a Term Loan Note duly executed and delivered by the Borrower in favor of each Term Loan Lender requesting a Term Loan Note, a Swingline Note duly executed and delivered by the Borrower in favor of the Swingline Lender (in each case, if requested thereby), the Collateral Agreement duly executed and delivered by the Borrower and each Guarantor and the Guaranty Agreement duly executed and delivered by the Borrower and each Guarantor.

The Loan Documents. The execution, delivery and performance by Borrower of each Loan Document to which it is a party are within Borrower's powers, have been duly authorized by all necessary action, do not contravene # Borrower's charter or by-laws or # any law or any contractual restriction binding on or affecting Borrower, and do not result in or require the creation of any Lien, security interest or other charge or encumbrance (other than pursuant to the terms thereof) upon or with respect to any of its properties.

Other Loan Documents. This Note is secured, inter alia, by that certain Mortgage, Security Agreement and Fixture Filing of even date herewith from the Borrower in favor of the Lender, covering certain property more particularly described therein. This Note is referred to in, and is entitled to the benefits of, the Loan Agreement and other Loan Documents, including the representations, warranties, covenants, conditions, security interests and liens contained or granted therein. The Loan Agreement, among other things, provides for the making of the Loan by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also provides for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified.

Existing Loan Documents. The Loan Parties hereby acknowledge, confirm and agree that: # the Existing Loan Documents have been duly executed and delivered by the Loan Parties and are in full force and effect as of the date hereof and # the agreements and obligations of the Loan Parties contained in the Existing Loan Documents constitute the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, and the Loan Parties have no valid defense to the enforcement of such obligations and # Agent on behalf of the Credit Parties is entitled to all of the rights and remedies provided for in favor of Agent (in its capacity as agent under the Existing Credit Agreement) and the Existing Lender in the Existing Loan Documents, as amended and restated

Perform Loan Documents. ​ shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, ​.

Other Loan Documents. The Agent shall have received final executed originals of each of the other Loan Documents to be delivered by each Borrower or any related Person pursuant to the terms hereof.