SECTION 6.8 Notice of Borrowing. Administrative Agent shall have received a Notice of
Borrowing, duly completed and complying with Section 4.05 of the Existing Credit Agreement.
SECTION 6.9 Use of
Proceeds. The Borrower shall apply, concurrently with the making of the Incremental Term A-3 Facility Loans, the proceeds of the Incremental Term A-3 Facility Loans and the New Senior Notes, without differentiation, to (a) repay the
Borrowers existing Senior Unsecured Notes, (b) repay the Term A-3 Facility Loans held immediately prior to the effectiveness of this Fourth Amendment by certain non-consenting Lenders, (c) repay outstanding revolving loans under the
Revolving Facility to the extent of available proceeds and (d) pay fees and expenses in connection with the Transactions.
6.10 Pro Forma Compliance. Borrower shall be in compliance with the Financial Maintenance Covenants (as in effect under the Existing Credit Agreement) on a Pro Forma Basis as of the most recent Calculation Date (calculated in accordance with
Section 2.12(b)(v) of the Existing Credit Agreement) and the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower demonstrating the calculations thereof in reasonable detail.
SECTION 7.1 Post-Closing Real Property. Borrower shall as soon as practicable, but not later than sixty (60) days after the
Effective Date (or such later date as Administrative Agent may determine in its reasonable discretion), deliver or cause to be delivered to Collateral Agent the following items with respect to each Mortgaged Real Property, each in form and substance
reasonably acceptable to Administrative Agent:
(a) an amendment to each Mortgage encumbering a Mortgaged Real Property to
include the Incremental Term A-3 Facility Loans and the Incremental Revolving Facility Loans in the obligations secured by such Mortgage (the Mortgage Amendments), each duly executed and delivered by an authorized officer of each
Credit Party party thereto and in form suitable for filing and recording in all filing or recording offices that Administrative Agent may deem necessary or desirable unless Administrative Agent is satisfied in its reasonable discretion that Mortgage
Amendments are not required in order to secure the applicable Credit Partys obligations as modified hereby;
mortgage modification endorsement or local equivalent with respect to the Mortgaged Properties, each in form and substance reasonably satisfactory to Administrative Agent, or other endorsements acceptable to Administrative Agent; and
(c) with respect to each Mortgage Amendment, legal opinions, each of which shall be addressed to Administrative Agent,
Collateral Agent and the Lenders, dated the effective date of such Mortgage Amendment and covering such matters as the Administrative Agent shall reasonably request in a manner customary for transactions of this type.