Common use of Conditions of Closing Clause in Contracts

Conditions of Closing. 8.1. Required Deliveries on or before the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the following: (a) the Intercreditor Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agent.

Conditions of Closing. 8.1. Required Deliveries on The Purchaser's obligations to purchase the Bonds are subject to fulfillment of the following conditions at or before the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingClosing: (a) The representations of the Intercreditor AgreementIssuer and the Tenant hereunder must be true on and as of the Issue Date and must be confirmed by certificates dated as of the Closing; (b) Neither the Issuer nor the Tenant has defaulted in the performance of any of their respective covenants hereunder; (c) The Purchaser must receive at the Closing: (i) an opinion of Bond Counsel, dated as of the Closing, in form and substance satisfactory to the Agent, duly executed, Purchaser and in full force and effect;its counsel. (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties Tenant, dated as of the Closing, in form and substance satisfactory to Bond Counsel and to the Agent;Purchaser and its counsel confirming the Tenant's representations as set forth in paragraphs (a) through (d) inclusive of Section 5 of this Bond Purchase Agreement. (giii) copies an opinion of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, counsel for the benefit of LendersIssuer, dated as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been deliveredClosing, executed, or recorded and shall be in form and substance satisfactory to Bond Counsel and to the AgentPurchaser and its counsel, confirming the Issuer's representations set forth in paragraphs (a) through (g) inclusive of Section 4 of this Bond Purchase Agreement. (iv) a certificate or certificates, satisfactory in form and substance to Bond Counsel and the Purchaser and its counsel, of an authorized official of the Issuer dated the date of the Closing to the effect that (A) each of the representations of the Issuer set forth in Section 4 hereof is true, accurate and complete in all material respects as of the Closing, and each of the agreements of the Issuer set forth in this Bond Purchase Agreement to be complied with at or prior to the Closing has been complied with; and (B) no litigation is pending, or to such official's knowledge, threatened, to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning the validity of the Bonds, the proceedings or authority under which they are issued, the existence of the Issuer, the authority of the Issuer to enact the Ordinance or enter into the Indenture, the Project Lease or the Bond Purchase Agreement, or the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds, and

Conditions of Closing. 8.1. Required Deliveries on or before The obligation of the Closing Date. On or before Lenders to make the Closing Date which shall occur on or before September 1, 2005, initial Loans requested to be made by it is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the Agent, duly executedthe following: (i) executed originals of each of this Agreement, any Notes requested prior to the Closing Date and in full force the other Loan Documents, together with all schedules and effectexhibits thereto; (bii) a certificate from the Secretary favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of each Borrower Party (i) attesting Candace S. Cummings, Vice President & General Counsel of the Guaraxxxx, (xx) Xxxxx Xxlk & Wardwell, special counsel to the resolutions of such Borrower Party's board of directors authorizing its executionGuarantor, delivery(iii) Loyxxx Xxxxxxx, xxxxx xxunsel to VF Investments, (iv) Baker & McKenzie CVXX/XXXX, local counsel to VF Europe, (v) Fairbaxxx Xatlxx Xxx & Kong, local counsel to VF Asia and performance of all Loan Documents required (vi) Bakxx & XxXxnzie Zurich, local counsel to be executed and delivered by such Borrower Party on the VF International, in eacx xxxe, xxxxx xxe Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent and the Lenders and satisfactory to the Agent and to Simpson Thacher & Bartlett LLP, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (gxxx) copies xxsolxxxxxx xf the board of all existing Blocked Account Agreementsdirectors or other appropriate governing body (or of the appropriate committee thereof) of the Guarantor and of each Borrower certified by such entity's secretary or assistant secretary or any Authorized Representative of such entity as of the Closing Date, approving and adopting the Loan Documents to be executed by the Guarantor and each Borrower, as applicable, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Guarantor and each Borrower, certified by the secretary or assistant secretary or any Authorized Representative of the Guarantor and each Borrower, as applicable; (v) the Organizational Documents of the Guarantor and each Borrower certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of its organization or by an Authorized Representative of the Guarantor or such Borrower, as the case may be; (vi) the by-laws or articles of association of the Guarantor and each Borrower certified as of the Closing Date as true and correct by such Borrower Party of this Agreement entity's secretary or assistant secretary or any Authorized Representative of such entity; (vii) to the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date by the Secretary of State or other Loan Document appropriate Governmental Authority of the jurisdiction of formation of the Guarantor and each Borrower as to the due existence and good standing of the Guarantor and each Borrower, as applicable; (viii) notice of appointment of the initial Authorized Representative of the Guarantor and each Borrower; (ix) a certificate of an Authorized Representative of the Guarantor dated the Closing Date demonstrating compliance with the covenants contained in Sections 8.1, 8.2(i) and 8.3(e) as of the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the Closing Date, substantially in the form of Exhibit G; (x) evidence that all fees payable by the Guarantor and the Borrowers on the Closing Date to the Agent and the Lenders have been paid in full; (xi) a certificate of the Guarantor certifying that (A) as of the Closing Date, each of the representations and warranties set forth in Article VI is true and correct, (B) after giving effect to the Closing Date and all Loans to be made on the Closing Date, there will be no Default or Event of Default under this Agreement, and (C) except as disclosed in any reports or financial statements filed with the Securities and Exchange Commission prior to September 13, 2005, as of the Closing Date there shall not have occurred a material adverse change since January 1, 2005 in the business, financial position or results of operations of the Guarantor and its Subsidiaries, taken as a whole; and (xii) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agenthereby.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement is subject to the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingfollowing conditions precedent: (a) The Agent shall have received, on the Intercreditor Agreement, Closing Date in form and substance satisfactory to the AgentAgent and the Lenders the following: (i) executed originals of each of this Agreement, duly executedeach Note requested by any Lender, the Guaranty and the other Loan Documents, together with all schedules and exhibits thereto in full force form and effectsubstance satisfactory to the Agent and the Lenders; (bii) a certificate from the Secretary favorable written opinion of each Borrower Party (i) attesting special U.S. counsel with respect to enforceability and internal counsel with respect to all other matters, substantially in the resolutions form of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on Exhibit F dated the Closing Date, addressed to the Agent and authorizing specific officers of such Borrower Party the Lenders and satisfactory to execute special counsel to the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan DocumentsAgent; (ciii) copies resolutions of the board of directors (or of the appropriate committee thereof) of each of the US Facility Borrowers and the Guarantors certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Borrower or Guarantor, and authorizing the execution and delivery thereof; specimen signatures of officers of each Borrower Party's governing documents, as amended, modified, or supplemented to and Guarantor executing the Closing DateLoan Documents, certified by the Secretary or Assistant Secretary of each such Borrower Party; (d) a certificate of status or Guarantor, as applicable, and with respect to each Offshore Facility Borrower Party, dated within ten comparable resolutions (10or other corporate or equity holder action) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is and specimen signatures customary in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictionsfor entering into transactions of the type contemplated hereby; (fiv) an opinion copies of counsel the Organizational Documents and Operating Documents of each US Facility Borrower and each Guarantor certified as true and correct by the secretary or assistant secretary of each US Facility Borrower or Guarantor, as applicable, and, with respect to each Offshore Facility Borrower, comparable organizational and operating documents for the jurisdiction of organization of such Borrower Parties certified by an appropriate officer of such Borrower; (v) certificates issued as of a recent date by the Secretary of State or comparable official of the jurisdiction of the formation of each of the US Facility Borrowers and each Guarantor as to the corporate good standing of such Borrower or Guarantor, as applicable, therein, and, with respect to the Offshore Facility Borrowers, comparable evidence of legal existence of such Borrower to the extent available in form the jurisdiction of organization of such Borrower; (vi) all fees, including all commitment fees, payable by the Borrowers on the Closing Date to the Agent or the Lenders; (vii) financial statements of the Borrower and substance its Subsidiaries required to be delivered pursuant to Section 7.04(a)(i) hereof; (viii) a certificate of an Authorized Representative of the Parent reasonably satisfactory to the AgentAgent and the Lenders as to the matters set forth in Section 6.01(b)(ii) through (iv) and 6.01(c)(i); (gix) copies Payoff Letter relating to the Existing Credit Agreement from First Union National Bank together with evidence of return of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are stock certificates evidencing share of capital stock pledged in full force and effect;connection therewith; and (hx) the such other documents, instruments, certificates and opinions as any Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment or any Lender may reasonably request on or prior to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority Closing Date in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby. (b) Each of the following shall have occurred or be true: (i) The Agent shall have completed all due diligence with respect to the Parent and its Subsidiaries in scope and determination satisfactory to the Agent in its sole discretion; (ii) There shall not be any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (a) purports to affect the transactions contemplated hereby, (b) would reasonably be expected to have a material adverse effect on the business, operations or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole or (c) would reasonably be expected to have a material adverse effect on the ability of the Loan Parties to perform their respective obligations hereunder or under the other Loan Documents; (iii) The Parent and its Subsidiaries shall be in compliance with all existing financial and material contractual obligations before and immediately after giving effect to the financings and other transactions contemplated hereby; (iv) The Parent and its Subsidiaries shall have received all government, shareholder and third-party approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any court or other Governmental Authority or arbitral authority, (B) any Organizational Document or Operating Documents of the Parent or any Subsidiary or (C) any agreement, document or instrument to which any of the Parent or any Subsidiary is a party or by which any of them or their properties is bound, if such default, conflict or violation would reasonably be expected to result in a material adverse effect on the business, operations or condition (financial or otherwise) of the Parent and therebyits Subsidiaries taken as a whole; and all applicable waiting periods shall have expired without any action being taken or threatened in writing by any authority that could restrain, prevent or impose any material adverse conditions on the making of any Loan or other transactions contemplated hereby, and no law or regulation shall be applicable which would reasonably be expected to have a Material Adverse Effect; and (kc) all other documents In the good faith judgment of the Agent and legal matters the Lenders: (i) There shall not have occurred a material adverse change in connection with the transactions contemplated by this Agreement business, operations or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole since March 31, 2001; and (ii) Since May 9, 2001, there shall not have been delivered, executedoccurred and be continuing a material adverse change in the market for syndicated credit facilities similar in nature to the Facilities or a material disruption of, or recorded and shall be a material adverse change in, financial, banking or capital market conditions, in form and substance satisfactory to each case as determined by the AgentAgent in its reasonable discretion.

Conditions of Closing. 8.1. Required Deliveries on or before the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the following: (a) the Intercreditor Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the AgentParties; (g) copies of all existing Blocked Account Agreements, Joinder and Agent Acceptance Agreements in the form attached hereto as Exhibit C shall be satisfied have been executed and delivered by Lenders that all such agreements are executed Support Agreements in full force and effectconnection with the Exchange Offer; (h) the Agent Administrative Borrower shall be satisfied that file financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient creditor, in order to create perfect a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent the Administrative Borrower shall have received request searches reflecting the filing of all such financing statementsstatements (such searches to be delivered to the Agent promptly after the Closing); (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded recorded. The execution and delivery to Agent at the Closing of the Joinder and Acceptance Agreement attached hereto as Exhibit C by Majority Lenders shall be in form constitute approval and substance satisfactory acceptance of the forms of each of the documents delivered as required pursuant to this Article VIII and the Agentdirection to Agent to accept each such document.

Conditions of Closing. 8.1. Required Deliveries on or before the Closing Date. On or before The obligation of each Lender to make Loans hereunder shall not become effective, and the Closing Date shall not occur, until the date on which shall occur on or before September 1, 2005, each of the Agent shall receive following conditions is satisfied: (a) The Administrative Agent’s receipt of the following: (ai) the Intercreditor Agreement, in form and substance either (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence satisfactory to the Agent, duly executed, and in full force and effectAdministrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (bii) a certificate from Note executed by the Secretary Borrower in favor of each Borrower Party (i) attesting Lender requesting a Note at least two Business Days prior to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date; (iii) such certificates of resolutions or other action, and authorizing specific officers incumbency certificates and/or other certificates of such Borrower Party to execute the same and (ii) certifying the names and true signatures Responsible Officers of each of the officers Borrower and the Subsidiary Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of such Borrower Party each Responsible Officer thereof authorized to sign such act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (civ) copies such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and the Subsidiary Guarantor is duly organized, and that each of the Borrower Party's governing documents, as amended, modified, or supplemented to and the Closing Date, certified by Subsidiary Guarantor is validly existing and in good standing in the Secretary State of each Borrower PartyDelaware; (dv) a certificate favorable written opinion of status with respect Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower and the Subsidiary Guarantor, addressed to the Administrative Agent and each Borrower Party, Lender and dated within ten (10) days as of the Closing Date, covering such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory matters relating to the Agent; (g) copies of all existing Blocked Account AgreementsBorrower, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming AgentSubsidiary Guarantor, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require; (vi) a certificate signed by a Responsible Officer of the Borrower (on behalf of the Borrower) certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid by the Borrower in connection with the Loan Documents on or before the Closing Date shall have been deliveredpaid. (c) The Administrative Agent and the Lenders shall have received all documentation and other information as is reasonably requested by the Administrative Agent or the Lenders about the Loan Parties and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, executedincluding the Patriot Act. Without limiting the generality of the provisions of Section 9.04, or recorded for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement (and each such Lender’s Affiliates, successors and/or assigns) shall be in form and substance deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the AgentAdministrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement is subject to satisfaction of the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingfollowing conditions precedent: (a) The Administrative Agent’s receipt of the Intercreditor Agreementfollowing, each of which shall be originals, telecopies or pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower and executed counterparts of the Advisor Fee Subordination Agreement, the Guaranty and the Security Agreement; (ii) Notes executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly executedorganized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the jurisdiction of its formation; (v) a favorable opinion of Xxxxx Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (bvii) a certificate from signed by a Responsible Officer of the Secretary Borrower certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of each Borrower Party the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (iC) attesting that, after giving effect to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required requested Credit Extensions to be executed and delivered by such Borrower Party made on the Closing Date, and authorizing specific officers the Total Revolving Outstandings shall not exceed the Borrowing Base as of such Borrower Party to execute the same Closing Date and (iiD) certifying the names and true signatures absence of any action, suit, investigation or proceeding pending in any court or before any arbitrator or governmental authority against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (viii) a duly completed pro forma Compliance Certificate as of the officers last day of the fiscal quarter of the Borrower ended on September 30, 2012, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent for itself and the benefit of the Lenders has been named as additional insured or loss payee, as the case may be; (x) with respect to the Collateral: (A) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such Borrower Party authorized jurisdictions and evidence that no Liens exist other than Liens permitted by Section 7.01; and (B) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to sign perfect the Administrative Agent’s security interest in the Collateral; and (xi) such Loan Documents;other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) copies Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of each Borrower Party's governing documents, as amended, modified, counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or supplemented to on the Closing Date, certified plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Secretary closing proceedings (provided that such estimate shall not thereafter preclude a final settling of each accounts between the Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days and the Administrative Agent). Without limiting the generality of the Closing Dateprovisions of the last paragraph of Section 9.03, such certificate for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Partysatisfied with, each dated within thirty (30) days of the Closing Date, such certificates document or other matter required thereunder to be issued consented to or approved by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance acceptable or satisfactory to a Lender unless the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Administrative Agent shall have received searches reflecting the filing of all notice from such financing statements; (i) the Third Amendment Lender prior to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agentproposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on The obligation of the Lenders to make the initial Advance under the Revolving Credit Facility or before an initial Competitive Bid Loan, of the Closing Date. On or before Swing Line Lender to make any Swing Line Loan, and of the Closing Date which shall occur on or before September 1, 2005, L/C Issuers to issue any Letter of Credit is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the Agent, duly executedthe following: (i) executed originals of each of this Agreement, any Notes requested prior to the Closing Date and in full force the other Loan Documents, together with all schedules and effectexhibits thereto; (bii) a certificate from the Secretary favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of each Borrower Party (i) attesting Cxxxxxx X. Xxxxxxxx, Vice President & General Counsel of the Borrower and (ii) Dxxxx Xxxx & Wxxxxxxx, special counsel to the resolutions of such Borrower Party's board of directors authorizing its executionBorrower, deliveryin each case, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent and the Lenders and satisfactory to the Agent and to Shearman & Sterling LLP, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe board of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary or any Authorized Representative as of the Closing Date, approving and Agent shall adopting the Loan Documents to be satisfied that all such agreements are in full force executed by the Borrower and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower, certified by such Borrower Party of this Agreement the secretary or assistant secretary or any Authorized Representative; (v) the Organizational Documents of the Borrower certified as of a recent date by the Secretary of State or other Loan Document appropriate Governmental Authority of the jurisdiction of its organization or by an Authorized Representative; (vi) the by-laws or articles of association of the Borrower certified as of the Closing Date as true and correct by its secretary or assistant secretary or any Authorized Representative; (vii) to the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of the Borrower as to the due existence and good standing of the Borrower; (viii) notice of appointment of the initial Authorized Representative; (ix) a certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the covenants contained in Sections 8.1, 8.2(i) and 8.3(e) as of the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the Closing Date, substantially in the form of Exhibit G hereto; (x) a certificate of the Borrower certifying that (A) as of the Closing Date, each of the representations and warranties set forth in Article VI is true and correct, (B) after giving effect to the Closing Date and all Loans to be made on the Closing Date, there will be no Default or Event of Default under this Agreement, and (C) except as disclosed in any reports or financial statements filed with the Securities and Exchange Commission on or prior to September 21, 2007, as of the Closing Date there shall not have occurred a material adverse change since December 30, 2006 in the business, financial position or results of operations of the Borrower and its Subsidiaries, taken as a whole; (xi) evidence that the Credit Agreement dated as of September 25, 2003 among the Borrower, the lenders parties thereto and Bank of America, as administrative agent, has been or concurrently with the Closing Date is being terminated (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement of prior notice for such termination); and (xii) such other documents, instruments, certificates and opinions as the Agent or the Required Lenders may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and thereby; andhereby. (kb) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Agent, the Borrower shall have paid all other documents fees, charges and legal matters in connection disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the transactions contemplated by conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have been deliveredconsented to, executedapproved or accepted or to be satisfied with, each document or recorded and shall other matter required thereunder to be in form and substance consented to or approved by or acceptable or satisfactory to a Lender unless the AgentAgent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before The obligations of the Closing Date. On or before Lenders to make the Closing Date which shall occur on or before September 1initial Revolving Loans, 2005, of the Agent shall receive Swing Line Lenders to make Swing Line Loans and of the followingL/C Issuers to issue Letters of Credit are subject to the conditions precedent that: (a) the Intercreditor Administrative Agent shall have received on the Closing Date the following: (i) executed originals of each of this Agreement, any Notes requested prior to the Closing Date and the other Loan Documents, together with all schedules and exhibits thereto; (ii) the written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of (A) Xxxxx X. Xxxxxxx, General Counsel of the Company, (B) Xxxxx Xxxx & Xxxxxxxx, special counsel to the Company, (C) Xxxxxxx Xxxxx LLP, Pennsylvania counsel for the Company, (D) Xxxxx & Xxxxx LLP, Luxembourg counsel for the Company, (E) Xxxxx & XxXxxxxx, Belgian counsel for the Company, and (F) Velo & Associati, Swiss counsel for the Company, in form each case, dated the Closing Date, addressed to the Administrative Agent and substance the Lenders and satisfactory to the Administrative Agent and to Cravath, Swaine & Xxxxx LLP, special counsel to the Administrative Agent, duly executed, and in full force and effect; (biii) resolutions of the board of directors or other appropriate governing body (or of the appropriate committee thereof) of each Borrower certified by its secretary or assistant secretary or any Authorized Representative as of the Closing Date, approving and adopting the Loan Documents to be executed by such Borrower and authorizing the execution and delivery thereof; Table of Contents (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of each Borrower, certified by its secretary or assistant secretary or any Authorized Representative; (v) the Organizational Documents of each Borrower certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of its organization or by an Authorized Representative; (vi) the by-laws or articles of association of each Borrower certified as of the Closing Date as true and correct by its secretary or assistant secretary or any Authorized Representative; (vii) to the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of each Borrower as to the due existence and good standing of such Borrower; (viii) notice of appointment of the initial Authorized Representative(s); (ix) a certificate from of an Authorized Representative dated the Secretary Closing Date demonstrating compliance with the covenants contained in Sections 7.01, 7.02(j) and 7.03(f) as of each Borrower Party (i) attesting the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the resolutions Closing Date, substantially in the form of such Borrower Party's board Exhibit F hereto; (x) a certificate of directors authorizing its executionthe Company certifying that (A) as of the Closing Date, deliveryeach of the representations and warranties set forth in Article V is true and correct in all material respects, (B) after giving effect to the Closing Date and performance of all Loan Documents required Loans to be executed and delivered by such Borrower Party made on the Closing Date, and authorizing specific officers there will be no Default or Event of such Borrower Party to execute the same Default under this Agreement, and (iiC) certifying except as disclosed in any reports or financial statements filed with the names Securities and true signatures Exchange Commission on or prior to March 17, 2015, as of the officers Closing Date there shall not have occurred a material adverse change since January 3, 2015, in the business, financial position or results of such Borrower Party authorized to sign such Loan Documentsoperations of the Company and its Subsidiaries, taken as a whole; (cxi) copies evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated (and each of each Borrower Party's governing the Lenders that is a party to any such Existing Credit Agreement hereby waives any requirement of prior notice for such termination), and that all amounts outstanding or accrued for the accounts of the lenders thereunder have been, or concurrently with the Closing Date are being, paid; (xii) such other documents, instruments, certificates and opinions as amended, modified, the Administrative Agent or supplemented the Required Lenders may reasonably request on or prior to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority Date in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby hereby; Table of Contents (xiii) any fees required to be paid on or before the Closing Date shall have been paid, including, to the extent invoiced at least one Business Day prior to the Closing Date, all fees, charges and therebydisbursements of counsel to the Administrative Agent; and (kxiv) the Lenders shall have received all documentation and other documents information required by bank regulatory authorities under applicable “know your customer” and legal matters in connection anti-money laundering rules and regulations, including the USA PATRIOT Act to the extent requested by such Lenders at least three Business Days prior to the Closing Date. Without limiting the generality of the provisions of Article IX, for purposes of determining compliance with the transactions contemplated by conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have been deliveredconsented to, executedapproved, accepted or recorded and shall to be in form and substance satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the AgentAdministrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before The obligations of the Closing Date. On or before Lenders hereunder are subject to the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the AgentAgent and Lenders, duly executedthe following: (i) executed originals of each of this Agreement, the Notes, the Security Documents, the Subordination Agreements and in full force the other Loan Documents, together with all schedules and effectexhibits thereto; (bii) a certificate from executed originals, or copies of executed originals certified by the Secretary secretary or assistant secretary of each Borrower Party the Borrower, of the CHC Transaction Documents, which shall evidence (i) attesting the consummation of the CHC Transaction as of the Closing Date on the terms provided in the Asset Purchase Agreement (without further amendment) and (ii) the placement on the Subordinated Transaction Documents (as defined in the Subordination Agreements) of the restrictive legend required by the Subordination Agreements; (iii) the written opinion with respect to the resolutions Loan Documents, the CHC Transaction Documents and the respective transactions contemplated thereby of such special counsel to the Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Guarantors dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giv) the written opinion or opinions with respect to the Subordination Agreements and the other CHC Transaction Documents and the transactions contemplated thereby of counsel for the Sellers (which opinion or opinions may be in the form of a letter or letters stating that the Agent and the Lenders may rely upon the opinion or opinions of such counsel delivered to the Borrower or any of its Subsidiaries as if the same were addressed to them), dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, special counsel to the Agent; (v) copies of all existing Blocked Account Agreementsresolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each of the Guarantors certified by its secretary or assistant secretary as of the Closing Date, appointing (in the case of the Borrower) the Authorized Representative and approving and adopting the Loan Documents and CHC Transaction Documents to be executed by such Person, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with authorizing the execution and delivery thereof; (vi) specimen signatures of officers of the Borrower and each Guarantor executing the Loan Documents on behalf of such Person, certified by the secretary or assistant secretary of the Borrower or Guarantor, as applicable; (vii) the charter documents of the Borrower and each Guarantor certified as of a recent date by the Secretary of State of its state of incorporation; (viii) the by-laws of the Borrower and each Guarantor certified as of the Closing Date as true and correct by the secretary or assistant secretary of the Person to whom such by-laws relate; (ix) certificates issued as of a recent date by the Secretaries of State of the jurisdiction of incorporation of the Borrower Party and each Guarantor, as the case may be, as to the due existence and good standing of this Agreement the Borrower and each Guarantor therein; (x) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of the Borrower and each Guarantor as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could materially adversely affect the business, operations or conditions, financial or otherwise, of the Borrower or any Guarantor; (xi) notice of appointment of the Authorized Representative; (xii) a certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 9.01 through 9.05 and 9.09(v) as of the Closing Date, substantially in the form of Exhibit I attached hereto; (xiii) a certificate of Borrower's President, chief executive officer or chief financial officer dated the Closing Date certifying that as of the Closing Date and immediately after giving effect to the CHC Transaction, the Term Loan and Advances made as of the Closing Date (A) there does not exist any Default or Event of Default and (B) the Borrower and the Guarantors are Solvent; (xiv) a Borrowing Base Certificate dated as of the Closing Date; (xv) evidence of insurance required by the Loan Documents; (xvi) if the Borrower shall request an Advance on the Closing Date, a Borrowing Notice with respect to such Advance; (xvii) all fees payable by the Borrower on the Closing Date to the Agent, NationsBank, the Lenders and NCMI; and (xviii) such other Loan Document documents, instruments and certificates as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the CHC Transaction and the transactions contemplated hereby; and (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or the Lenders any material adverse change in the business, financial condition, operations, properties or prospects of the Borrower or its Subsidiaries or Affiliates since September 30, 1994; (ii) no litigation shall be pending or threatened which would be likely to materially and adversely affect the business, financial condition, operations, properties or prospects of the Borrower or its Subsidiaries or Affiliates, or which could reasonably be expected to restrain or enjoin, impose burdensome conditions on, or otherwise materially and adversely (A) affect the ability of the Borrower and its Subsidiaries to fulfill their respective obligations under the Loan Documents or the CHC Transaction Documents, or (B) impair any interests or rights of the Agent or any Lender under the Loan Documents; and (iii) the Borrower, its Subsidiaries and the Sellers shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby and thereby; and by the CHC Transaction Documents without the occurrence of any default under, conflict with or violation of (kA) all other documents any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Borrower, any Subsidiary or any of the Sellers is a party or by which any of them or their properties is bound, except for such approvals, consents, waivers, filings and legal matters notices the receipt, making or giving of which is not material to the financial condition, business or operations of the Borrower and its Subsidiaries taken as a whole after giving effect to the CHC Transaction. Upon satisfaction of the conditions described in connection with Section 5.01, the transactions contemplated Prior Agreement shall be superseded by this Agreement shall have been deliveredAgreement, executed, or recorded and shall be in form and substance satisfactory with reasonable promptness thereafter the Agent will surrender the Prior Notes to the AgentBorrower.

Conditions of Closing. 8.1. Required Deliveries on or before The Lenders shall not be required to make the Closing Date. On or before initial Credit Extension unless each of the Closing Date which shall occur on or before September 1, 2005, the following conditions is satisfied: (a) The Administrative Agent shall receive have received executed counterparts of each of the following: (ai) the Intercreditor this Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect; (bii) any Notes requested by a Lender pursuant to Section 2.13; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that there have been no changes in the charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (B) as to the bylaws, operating agreement or other organizational document, as attached thereto, of the Borrower as in effect on the date of such certification, (C) as to resolutions of the board of directors or other governing body of the Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) of the Borrower from the Secretary of each Borrower Party State (ior analogous governmental entity) attesting of the jurisdiction of its organization as of a recent date, to the resolutions of extent generally available in such Borrower Party's board of directors authorizing its execution, deliveryjurisdiction, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (iiE) certifying the names and true signatures of the incumbent officers of such the Borrower Party authorized to sign the Loan Documents to which it is a party, and authorized to request a Credit Extension; (iv) a certificate, signed by an Authorized Officer of the Borrower, stating that on the Closing Date (A) no Default or Event of Default has occurred and is continuing, (B) the representations and warranties in Article V are (1) with respect to any representations or warranties that contain a materiality qualifier or be qualified as to “Adverse Event”, true and correct in all respects as of such Loan Documents;date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier or are not qualified as to “Adverse Event”, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date and (C) that the conditions precedent set forth in Section 4.1(d) are satisfied as of such date; and (v) a written opinion of the Borrower’s counsel, in form and substance acceptable to the Administrative Agent, addressed to the Lenders. (b) the Administrative Agent shall have received evidence satisfactory to it of the payment of all interest, fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement. (c) copies The Administrative Agent’s Fee Letter and payment of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party;all fees and reimbursements payable hereunder and thereunder. (d) a certificate There shall not have occurred an Adverse Event since December 31, 2023. (e) Upon the reasonable request of status with respect to each Borrower Party, dated within any Lender made at least ten (10) days of prior to the Closing Datedate hereof, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Partyshall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws, which certificate shall indicate that such Borrower Party is including the PATRIOT Act, in good standing in such jurisdiction; each case at least five (e) certificates of status with respect to each Borrower Party, each dated within thirty (305) days of prior to the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions;date hereof. (f) an opinion of counsel for At least five (5) days prior to the date hereof, if the Borrower Parties qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered a Beneficial Ownership Certification in relation to the Borrower. (g) The Administrative Agent shall have received such other agreements, documents, instruments and certificates relating to the Borrower, the Loan Documents or the transactions contemplated hereby as are reasonably requested by the Administrative Agent and its counsel, in form and substance reasonably satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Administrative Agent.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement is subject to the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received, in form and substance satisfactory to the AgentAgent and Lenders, duly executedthe following: (i) executed originals of each of this Agreement, the Notes (if applicable), the initial Facility Guaranties, the initial Parent Guarantor Guaranties, the initial Security Agreements and in full force the other initial Loan Documents, together with all schedules and effectexhibits thereto; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, favorable written opinion or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status opinions with respect to each Borrower Party, the Loan Documents and the transactions contemplated thereby of special counsel to the Credit Parties dated within ten (10) days of the Closing DateDate (including opinions of New York, such certificate Bermuda and Irish counsel), addressed to be issued by the appropriate officer Agent (on behalf of itself and the jurisdiction Lenders), substantially in the form of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect Exhibit G-1 and Exhibit G-3 or otherwise reasonably satisfactory to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each Parent Guarantor and Credit Party (except in the case of a Credit Party that is a trust), certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and Agent shall be satisfied that all such agreements are in full force authorizing the execution and effectdelivery thereof; (hiv) specimen signatures of officers of each Parent Guarantor and the Credit Parties executing the Loan Documents on behalf of such party, certified by the secretary or assistant secretary of such party; (v) the Agent shall Organizational Documents of each Parent Guarantor, each Credit Party and each of the trustees for each Holdings Subsidiary Trust certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization (provided that the Trust Agreement of a Holdings Subsidiary Trust may be satisfied that certified by the secretary or assistant secretary of its Beneficial Owner); (vi) certificates issued as of a recent date by the Secretaries of State or comparable officials of the respective jurisdictions of formation of each of the Credit Parties (excluding Holdings Subsidiary Trusts) as to the due existence and good standing of such Person; (vii) notice of appointment of the initial Authorized Representative(s); (viii) Uniform Commercial Code financing statements filed against appropriate for filing in all Borrower Parties naming Agent, for places required by applicable law to perfect the benefit Liens of Lenders, the Agent under the Security Instruments as the secured creditor are sufficient a first priority Lien as to create items of Collateral in which a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting may be perfected by the filing of all such financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require; (ix) the delivery by the Parent, AA Ireland Ltd., AHC Ltd., Bermuda Holding 2 Ltd., AI 3 Ltd. and the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and (x) the delivery by the Parent of an Account Control Agreement with respect to each Account listed on Schedule 6.21 and the delivery by Bermuda Holding 2 Ltd., AI 3 Ltd., and the Borrowers of "control agreements" that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests; and (xi) evidence that any fees payable by any Parent Guarantor or any Credit Party on the Closing Date to the Agent and the Lenders have been paid in full; and (b) In the good faith judgment of the Agent and the Lenders: (i) the Third Amendment no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to the First Lien Credit Agreement shall have been executed;result in a Material Adverse Effect; and (jii) Each Borrower Party the Parent Guarantors and the Credit Parties shall have received all licensesapprovals, approvals consents and waivers, and shall have made or evidence of other actions given all necessary filings and notices as shall be required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of to consummate the transactions contemplated hereby and thereby; andwithout the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Credit Parties is a party or by which any of them or their properties is bound. (kc) all other documents Evidence that the Parent has received not less than $400,000,000 of cash capital contributions from its investors and legal matters in connection with has the transactions contemplated by this Agreement shall have right, without restriction, limitation or the requirement to satisfy any condition that has not yet been deliveredmet or waived, executed, or recorded and shall be in form and substance satisfactory to require its shareholders to purchase additional shares of the AgentParent for an aggregate purchase price of $100,000,000 (the "$100,000,000 Capital Call").

Conditions of Closing. 8.1. Required Deliveries on or before The obligation of the Closing Date. On or before Lenders to make the Closing Date which shall occur on or before September 1, 2005, initial Loans requested to be made by it is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the Agent, duly executedthe following: (i) executed originals of each of this Agreement, any Notes requested prior to the Closing Date and in full force the other Loan Documents, together with all schedules and effectexhibits thereto; (bii) a certificate from the Secretary favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of each Borrower Party (i) attesting Cxxxxxx X. Xxxxxxxx, Vice President & General Counsel of the Borrower and (ii) Dxxxx Xxxx & Wxxxxxxx, special counsel to the resolutions of such Borrower Party's board of directors authorizing its executionBorrower, deliveryin each case, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent and the Lenders and satisfactory to the Agent and to Shearman & Sterling LLP, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe board of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary or any Authorized Representative as of the Closing Date, approving and Agent shall adopting the Loan Documents to be satisfied that all such agreements are in full force executed by the Borrower and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower, certified by such Borrower Party of this Agreement the secretary or assistant secretary or any Authorized Representative; (v) the Organizational Documents of the Borrower certified as of a recent date by the Secretary of State or other Loan Document appropriate Governmental Authority of the jurisdiction of its organization or by an Authorized Representative; (vi) the by-laws or articles of association of the Borrower certified as of the Closing Date as true and correct by its secretary or assistant secretary or any Authorized Representative; (vii) to the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of the Borrower as to the due existence and good standing of the Borrower; (viii) notice of appointment of the initial Authorized Representative; (ix) a certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the covenants contained in Sections 8.1, 8.2(i) and 8.3(e) as of the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the Closing Date, substantially in the form of Exhibit G; (x) a certificate of the Borrower certifying that (A) as of the Closing Date, each of the representations and warranties set forth in Article VI is true and correct, (B) after giving effect to the Closing Date and all Loans to be made on the Closing Date, there will be no Default or Event of Default under this Agreement, and (C) except as disclosed in any reports or financial statements filed with the Securities and Exchange Commission on or prior to August 7, 2007, as of the Closing Date there shall not have occurred a material adverse change since December 30, 2006 in the business, financial position or results of operations of the Borrower and its Subsidiaries, taken as a whole; and (xi) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agenthereby.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement and the Closing Date. On or before amendment and restatement of the Closing Date which shall occur on or before September 1, 2005, Existing Credit Agreement effected hereby is subject to the Agent shall receive the followingfollowing conditions precedent: (a) The Administrative Agent shall have received the Intercreditor following, each dated as of the Closing Date (unless otherwise specified) and, except for the Notes, in sufficient copies for each Lender: (i) a Tranche B Term Note for each Lender that is a party hereto as of the Closing Date, in the amount of such Lender's Tranche B Commitment; (ii) the Subsidiary Guaranty, duly completed and executed by each Subsidiary of the Borrower necessary to comply with Section 5.10; (iii) the Pledge Agreement, duly completed and executed by the Borrower and each Subsidiary of the Borrower necessary to comply with Section 5.10, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (including undated assignments separate from certificate for any such certificate, duly executed in blank) and all other filings, recordings, registrations and other actions (including without limitation the filing of duly completed UCC-1 financing staements) necessary or, in the reasonable opinion of the Adminsitrative Agent, desirable to perfect the Liens created by the Pledge Agreement; and (iv) the favorable opinions of Williams Mullen Clark & Dobbins, P.C., special counsel xx xxx Boxxxxxx, xx xubstantially xxx form of Exhibit F, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent or any Lender may reasonably request, and copies of each opinion required to be delivered by counsel to the Borrower pursuant to the Hobbs Acquisition Documentation, accompanied in each case by a reliaxxx letter, unless such opinion is addressed to the Administrative Agent and Lenders or expressly includes a reliance provision, from the counsel rendering such opinion, stating that the Administrative Agent (on behalf of the Lenders) is entitled to rely on such opinion as if it were addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent may reasonably request. (b) The Administrative Agent shall have received a certificate, signed by the president, the chief executive officer or the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, duly executed, and in full force and effect; (b) a certificate from the Secretary of each Borrower Party certifying that (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, all representations and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures warranties of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, contained in this Agreement and the other Credit Documents are true and correct as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate both immediately before and after giving effect to be issued by the appropriate officer consummation of the jurisdiction Transactions, (ii) no Default or Event of organization Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, (iii) both immediately before and after giving effect to the consummation of the Transactions, no Material Adverse Change has occurred since December 31, 2001, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section and in Section 3.2 have been satisfied or waived as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each of the Borrower Partyand the Subsidiary Guarantors, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Administrative Agent, for certifying (i) that attached thereto is a true and complete copy of the benefit articles or certificate of Lendersincorporation and all amendments thereto of the Borrower or such Subsidiary Guarantor, as the secured creditor are sufficient to create case may be, certified as of a second priority security interest in all Collateral, except as otherwise permitted hereinrecent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of the Borrower or such Subsidiary Guarantor, as the case may be, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower or such Subsidiary Guarantor, as the case may be, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of the Borrower or such Subsidiary Guarantor, as the case may be, executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above. (d) The Administrative Agent shall have received searches reflecting the filing a certificate as of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation a recent date of the transactions contemplated hereby good standing of each of the Borrower and thereby; and the Subsidiary Guarantors under the laws of its jurisdiction of organization, from the Secretary of State (kor comparable Governmental Authority) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agentof such jurisdiction.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement is subject to the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingfollowing conditions precedent: (a) The Agent shall have received, on the Intercreditor Agreement, Closing Date in form and substance satisfactory to the AgentAgent and the Lenders the following: (i) executed originals of each of this Agreement, duly executedeach Note requested by any Lender, the Facility Guaranty and the other Loan Documents, together with all schedules and exhibits thereto in full force form and effectsubstance satisfactory to the Agent and the Lenders; (bii) a certificate from the Secretary favorable written opinion of each Borrower Party (i) attesting special U.S. counsel with respect to enforceability and internal counsel with respect to all other matters, substantially in the resolutions form previously received in connection with the closing of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Existing Credit Agreement dated the Closing Date, addressed to the Agent and authorizing specific officers of such Borrower Party the Lenders and satisfactory to execute special counsel to the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan DocumentsAgent; (ciii) copies resolutions of the board of directors (or of the appropriate committee thereof) of each of the US Facility Borrowers and the Guarantors certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Borrower or Guarantor, and authorizing the execution and delivery thereof; specimen signatures of officers of each Borrower Party's governing documents, as amended, modified, or supplemented to and Guarantor executing the Closing DateLoan Documents, certified by the Secretary or Assistant Secretary of each such Borrower Party; (d) a certificate of status or Guarantor, as applicable, and with respect to each Offshore Facility Borrower Party, dated within ten comparable resolutions (10or other corporate or equity holder action) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is and specimen signatures customary in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictionsfor entering into transactions of the type contemplated hereby; (fiv) an opinion copies of counsel the Organizational Documents and Operating Documents of each US Facility Borrower and each Guarantor certified as true and correct by the secretary or assistant secretary of each US Facility Borrower or Guarantor, as applicable, and, with respect to each Offshore Facility Borrower, comparable organizational and operating documents for the jurisdiction of organization of such Borrower Parties certified by an appropriate officer of such Borrower; (v) certificates issued as of a recent date by the Secretary of State or comparable official of the jurisdiction of the formation of each of the US Facility Borrowers and each Guarantor as to the corporate good standing of such Borrower or Guarantor, as applicable, therein, and, with respect to the Offshore Facility Borrowers, comparable evidence of legal existence of such Borrower to the extent available in form the jurisdiction of organization of such Borrower; (vi) all fees, including all commitment fees, payable by the Borrowers on the Closing Date to the Agent or the Lenders; (vii) financial statements of the Borrower and substance its Subsidiaries required to be delivered pursuant to Section 7.04(a)(i) hereof; (viii) a certificate of an Authorized Representative of the Parent reasonably satisfactory -52- to the Agent and the Lenders as to the matters set forth in Sections 6.01(b)(ii) through (iv) and 6.01(c)(i) hereof; (ix) written confirmation that no outstanding liabilities, obligations, or debts exist under the Existing Credit Agreement from Bank of America, National Association and evidence, satisfactory to the Agent;, in its reasonable discretion, that the Existing Credit Agreement has expired or has been cancelled according to its terms and not been renewed; and (gx) copies of all existing Blocked Account Agreementssuch other documents, instruments, certificates and Agent shall be satisfied that all such agreements are in full force and effect; (h) opinions as the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment or any Lender may reasonably request on or prior to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority Closing Date in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby. (b) Each of the following shall have occurred or be true: (i) The Agent shall have completed all due diligence with respect to the Parent and its Subsidiaries in scope and determination satisfactory to the Agent in its sole discretion; (ii) There shall not be any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (a) purports to affect the transactions contemplated hereby, (b) would reasonably be expected to have a material adverse effect on the business, operations or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole or (c) would reasonably be expected to have a material adverse effect on the ability of the Loan Parties to perform their respective obligations hereunder or under the other Loan Documents; (iii) The Parent and its Subsidiaries shall be in compliance with all existing financial and material contractual obligations before and immediately after giving effect to the financings and other transactions contemplated hereby; (iv) The Parent and its Subsidiaries shall have received all government, shareholder and third-party approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any court or other Governmental Authority or arbitral authority, (B) any Organizational Document or Operating Documents of the Parent or any Subsidiary or (C) any agreement, document or instrument to which any of the Parent or any Subsidiary is a party or by which any of them or their properties is bound, if such default, conflict or violation would reasonably be expected to result in a material adverse effect on the business, operations or condition (financial or otherwise) of the Parent and therebyits Subsidiaries taken as a whole; and all applicable waiting periods shall have expired without any action being taken or threatened in writing by any authority that could restrain, prevent or impose any material adverse conditions on the making of any Loan or other transactions contemplated hereby, and no law or regulation shall be applicable which would reasonably be expected to have a Material Adverse Effect; and (kc) all other documents In the good faith judgment of the Agent and legal matters the Lenders: (i) There shall not have occurred a material adverse change in connection with the transactions contemplated by this Agreement business, operations or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole since March 31, 2004; and (ii) Since May 20, 2004, there shall not have been delivered, executedoccurred and be continuing a material adverse change in the market for syndicated credit facilities similar in nature to the Facilities or a material disruption of, or recorded and shall be a material adverse change in, financial, banking or capital market conditions, in form and substance satisfactory to each case as determined by the AgentAgent in its reasonable discretion.

Conditions of Closing. 8.1. Required Deliveries on The obligation of the Lenders to make the initial Advance under the Revolving Credit Facility or before an initial Competitive Bid Loan, of the Closing Date. On or before Swing Line Lender to make any Swing Line Loan, and of the Closing Date which shall occur on or before September 1, 2005, L/C Issuers to issue any Letter of Credit is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the AgentAgent and Lenders, duly executedthe following: (i) executed originals of each of this Agreement, the Notes and in full force the other Loan Documents, together with all schedules and effectexhibits thereto; (bii) a certificate from the Secretary of each Borrower Party (i) attesting favorable written opinion or opinions with respect to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required and the transactions contemplated thereby of special counsel to be executed and delivered by such the Borrower Party on dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent and the Lenders and satisfactory to the Agent and to Hxxxx Mulliss & Wicker, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower PartyPLLC, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by the Borrower, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower, certified by the secretary or assistant secretary of the Borrower; (v) the Organizational Documents of the Borrower certified as of a recent date by the Secretary of State of its state of organization; (vi) the by-laws of the Borrower certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) a certificate issued as of a recent date by the Secretary of State of the jurisdiction of formation of the Borrower as to the due existence and good standing of such the Borrower; (viii) notice of appointment of the initial Authorized Representative(s); (ix) a certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the covenants contained in Sections 8.1, 8.2(i), and 8.3(e) as of the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the Closing Date, substantially in the form of Exhibit G; (x) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xi) evidence that all fees payable by the Borrower Party on the Closing Date to the Agent, BAS and the Lenders have been paid in full; (xii) a certificate of the Borrower certifying that (A) as of the Closing Date, each of the representations and warranties set forth in Article VI is true and correct, (B) after giving effect to the Closing Date and all Loans to be made and Letters of Credit to be issued on the Closing Date, there will be no Default or Event of Default under this Agreement Agreement, and (C) except as disclosed in any reports or financial statements filed with the Securities and Exchange Commission prior to August 20, 2003, as of the Closing Date there shall not have occurred a material adverse change since January 4, 2003 in the business, financial position, results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole; and (xiii) such other documents, instruments, certificates and opinions as the Agent or any other Loan Document Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agenthereby.

Conditions of Closing. 8.1. Required Deliveries on The obligation of the Lenders to make the initial Revolving Loans or before the Closing Date. On or before initial Competitive Bid Loan, of the Closing Date which shall occur on or before September 1Swing Line Lender to make any Swing Line Loan, 2005, and of the Agent shall receive L/C Issuers to issue any Letter of Credit is subject to the followingconditions precedent that: (a) the Intercreditor Administrative Agent shall have received on the Closing Date the following: (i) executed originals of each of this Agreement, any Notes requested prior to the Closing Date and the other Loan Documents, together with all schedules and exhibits thereto; (ii) the written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of (A) Xxxxxxx X. Xxxxxxxx, Vice President & General Counsel of the Company, (B) Xxxxx Xxxx & Xxxxxxxx, special counsel to the Company, and (C) Loyens & Loeffs, Luxembourg counsel for the Company, in form each case, dated the Closing Date, addressed to the Agents and substance the Lenders and satisfactory to the Administrative Agent and to Cravath, Swaine & Xxxxx LLP, special counsel to the Administrative Agent, duly executed, and in full force and effect; (biii) resolutions of the board of directors or other appropriate governing body (or of the appropriate committee thereof) of each Borrower certified by its secretary or assistant secretary or any Authorized Representative as of the Closing Date, approving and adopting the Loan Documents to be executed by such Borrower and authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of each Borrower, certified by its secretary or assistant secretary or any Authorized Representative; (v) the Organizational Documents of each Borrower certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of its organization or by an Authorized Representative; (vi) the by-laws or articles of association of each Borrower certified as of the Closing Date as true and correct by its secretary or assistant secretary or any Authorized Representative; (vii) to the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of each Borrower as to the due existence and good standing of such Borrower; (viii) notice of appointment of the initial Authorized Representative(s); (ix) a certificate from of an Authorized Representative dated the Secretary Closing Date demonstrating compliance with the covenants contained in Sections 7.01, 7.02(j) and 7.03(f) as of each Borrower Party (i) attesting the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the resolutions Closing Date, substantially in the form of such Borrower Party's board Exhibit H hereto; (x) a certificate of directors authorizing its executionthe Company certifying that (A) as of the Closing Date, deliveryeach of the representations and warranties set forth in Article V is true and correct in all material respects, (B) after giving effect to the Closing Date and performance of all Loan Documents required Loans to be executed and delivered by such Borrower Party made on the Closing Date, and authorizing specific officers there will be no Default or Event of such Borrower Party to execute the same Default under this Agreement, and (iiC) certifying except as disclosed in any reports or financial statements filed with the names Securities and true signatures Exchange Commission on or prior to November 7, 2011, as of the officers Closing Date there shall not have occurred a material adverse change since December 30, 2010, in the business, financial position or results of such Borrower Party authorized to sign such Loan Documentsoperations of the Company and its Subsidiaries, taken as a whole; (cxi) copies evidence that each of the Existing Credit Agreements has been, or concurrently with the Closing Date is being, terminated (and each Borrower Party's governing of the Lenders that is a party to any such Existing Credit Agreement hereby waives any requirement of prior notice for such termination); (xii) such other documents, instruments, certificates and opinions as amended, modified, the Administrative Agent or supplemented the Required Lenders may reasonably request on or prior to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority Date in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby hereby; (xiii) Any fees required to be paid on or before the Closing Date shall have been paid, including, to the extent invoiced at least one Business Day prior to the Closing Date, all fees, charges and therebydisbursements of counsel to the Administrative Agent; and (kxiv) The Lenders shall have received all documentation and other documents information required by bank regulatory authorities under applicable “know your customer” and legal matters in connection anti-money laundering rules and regulations, including the USA PATRIOT Act to the extent requested by such Lenders at least three Business Days prior to the Closing Date. Without limiting the generality of the provisions of Article IX, for purposes of determining compliance with the transactions contemplated by conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have been deliveredconsented to, executedapproved, accepted or recorded and shall to be in form and substance satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the AgentAdministrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before the Closing Date. On or before The obligation of each Lender to make Loans hereunder shall not become effective, and the Closing Date shall not occur, until the date on which shall occur on or before September 1, 2005, each of the Agent shall receive following conditions is satisfied: (a) The Administrative Agent’s receipt of the following: (ai) either (i) a counterpart of this Agreement signed on behalf of each party hereto (including each Lender under the Intercreditor Existing Credit Agreement, in form and substance ) or (ii) written evidence satisfactory to the Agent, duly executed, and in full force and effectAdministrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (bii) a certificate from Note executed by the Secretary Borrower in favor of each Borrower Party (i) attesting Lender requesting a Note at least two Business Days prior to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date; (iii) such certificates of resolutions or other action, and authorizing specific officers incumbency certificates and/or other certificates of such Borrower Party to execute the same and (ii) certifying the names and true signatures Responsible Officers of each of the officers Borrower and the Subsidiary Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of such Borrower Party each Responsible Officer thereof authorized to sign such act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (civ) copies such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and the Subsidiary Guarantor is duly organized, and that each of the Borrower Party's governing documents, as amended, modified, or supplemented to and the Closing Date, certified by Subsidiary Guarantor is validly existing and in good standing in the Secretary State of each Borrower PartyDelaware; (dv) a certificate favorable written opinion of status with respect Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower and the Subsidiary Guarantor, addressed to the Administrative Agent and each Borrower Party, Lender and dated within ten (10) days as of the Closing Date, covering such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory matters relating to the Agent; (g) copies of all existing Blocked Account AgreementsBorrower, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming AgentSubsidiary Guarantor, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require; (vi) a certificate signed by a Responsible Officer of the Borrower (on behalf of the Borrower) certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid by the Borrower in connection with the Loan Documents on or before the Closing Date shall have been deliveredpaid. (c) The Administrative Agent and the Lenders shall have received all documentation and other information as is reasonably requested by the Administrative Agent or the Lenders about the Loan Parties and required by regulatory authorities under applicable “know your customer”, executedbeneficial ownership and anti-money laundering rules and regulations, or recorded including the Patriot Act. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement (and each such Lender’s Affiliates, successors and/or assigns) shall be in form and substance deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the AgentAdministrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries Your obligation to purchase and pay for the Notes to be purchased by you hereunder is subject to the satisfaction, on or before the Closing DateDate of Closing, of the following conditions: A. Certain Documents. On or before the Closing Date which You shall occur on or before September 1, 2005, the Agent shall receive have received the following, each dated the Date of Closing: (a) the Intercreditor Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect; (b) a certificate from the Secretary of each Borrower Party (i) attesting The Note(s), executed by the Company, to be purchased by you; (ii) Certified copies of the resolutions of such Borrower Party's board the Board of directors authorizing its execution, deliveryDirectors or the Executive Committee of the Board of Directors of the Company approving this Agreement and the Notes, and performance of all Loan Documents required documents evidencing other necessary corporate action and governmental approvals, if any, with respect to be executed this Agreement and delivered by such Borrower Party on the Closing Date, and authorizing specific officers Notes; (iii) A certificate of such Borrower Party to execute the same and (ii) Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of such Borrower Party the Company authorized to sign such Loan Documents; this Agreement and the Notes and the other documents to be delivered hereunder; (civ) Certified copies of the Articles of Incorporation and bylaws of the Company; (v) Certified copies of the resolutions of the respective Board of Directors or the Executive Committees thereof of each Borrower Party's governing documentsGuarantor approving this Agreement, as amendedthe Notes and the Master Guaranty, modifiedand all of the documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the Master Guaranty; (vi) A certificate of the respective Secretary or supplemented to the Closing Date, certified by the Assistant Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing DateGuarantors certifying the names and true signatures of the officers thereof authorized to sign the Master Guaranty (and, such certificate in the case of NPCI, this Agreement) and the other documents to be issued delivered hereunder or under the Master Guaranty; (vii) Certified copies of the respective Articles of Incorporation and bylaws of each Guarantor; (viii) This Agreement, executed by the appropriate parties hereto; (ix) The Master Guaranty, executed by all of the Guarantors; (x) A favorable opinion of Shook, Hardy & Bacon L.L.P., special counsel to the Company and the Guarantors, satisfactory to you and substantially in the form of Exhibit B-1 attached hereto and as to such other matters as you may reasonably request; (xi) A favorable opinion of Xxxxxxx and Xxxxxx, special counsel to the Purchasers, satisfactory to you and substantially in the form of Exhibit C attached hereto and as to such other matters as you may reasonably request; and (xii) The Officers' Certificate, executed by an officer of the jurisdiction Company and of organization of the Borrower PartyNPCI, which certificate shall indicate that such Borrower Party is referred to in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agent.3B. B.

Conditions of Closing. 8.1. Required Deliveries on or before The closing of the Closing Date. On or before credit facilities under this Agreement is subject to satisfaction of the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingfollowing conditions precedent: (a) Unless waived by all the Intercreditor AgreementLenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (v), (vi) or (xiii) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Facility Guaranty, sufficient in number for distribution to the Administrative Agent, duly executed, each Lender and in full force and effectthe Borrower; (bii) Revolving Loan Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment; (iii) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender (if it requests such a Note) in the principal amount of the Swing Line Sublimit; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the signing Loan Party as the Administrative Agent may require to evidence the identities of and the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is organized and in which its chief executive office is located, including certified copies of each Loan Parties' Organization Documents, certificates of good standing and/or qualification to engage in business; (vi) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered signed by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization Responsible Officer of the Borrower Partycertifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, which certificate shall indicate (B) that there is no event, circumstance, action, suit, investigation or proceeding pending or, to the best knowledge of such Borrower Party is Responsible Officer, threatened in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days any court or before any arbitrator or Governmental Authority since date of the Closing Date, such certificates Audited Financial Statements which has or could be reasonably expected to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute have a Material Adverse Effect, which certificates shall indicate that such Borrower Party is (C) the current Debt Ratings (and including a copy thereof), and (D) as to the matters described in good standing in such jurisdictionsSection 4.01(d); (fvii) an opinion or opinions of counsel for the Borrower Parties to each Loan Party in form and substance satisfactory to the Administrative Agent; (gviii) copies the consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended 1999, 2000 and 2001, including balance sheets, income and cash flow statements, all existing Blocked Account Agreementsaudited and opined on by independent certified public accountants of recognized national standing and prepared in conformity with GAAP, and such other financial information as the Administrative Agent shall be satisfied that all such agreements are in full force and effectmay request; (hix) evidence that the Existing Credit Facility has been or concurrently with the Closing Date is being terminated, all indebtedness and obligations of the Borrower incurred thereunder have been, or with the initial Credit Extension hereunder on the Closing Date will be, repaid and the Borrower released from all liability thereunder except such as by their express terms survive such repayment and termination; (x) the Agent shall be 364-Day Revolving Credit Agreement has been executed and delivered by all parties thereto and the conditions set forth in Sections 4.01 and 4.02 thereof as of the Closing Date have been satisfied that financing statements filed against or waived in accordance with its terms; (xi) amendments to the applications and agreements for issuance of letters of credit pertaining to the Existing Letters of Credit; (xii) a Compliance Certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date demonstrating compliance with the financial covenants contained in Section 7.10 as of the end of the fiscal quarter most recently ended prior to the Closing Date; (xiii) evidence of all Borrower Parties naming insurance required by the Loan Documents; (xiv) an initial Revolving Loan Notice; (xv) evidence of the current Debt Ratings; and (xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, for the benefit of LendersL/C Issuer, as the secured creditor are sufficient Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent be paid on or before the Closing Date shall have received searches reflecting been paid. (c) Unless waived by the filing Administrative Agent, the Borrower shall have paid all Attorney Costs of all the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such financing statements;additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) In the good faith judgment of the Administrative Agent and the Lenders: (i) the Third Amendment there shall not have occurred or become known to the First Lien Credit Agreement shall have been executedAdministrative Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect; (jii) Each no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; and (iii) the Borrower Party shall have received all licensesapprovals, approvals consents and waivers, and shall have made or evidence of other actions given all necessary filings and notices as shall be required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of to consummate the transactions contemplated hereby and thereby; and without the occurrence of any default under, conflict with or violation of (kA) all other documents and legal matters in connection with any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which the transactions contemplated Borrower or any Subsidiary is a party or by this Agreement shall have been delivered, executed, which any of them or recorded and shall be in form and substance satisfactory to the Agenttheir properties is bound.

Conditions of Closing. 8.1. Required Deliveries on or before The obligation of the Closing Date. On or before Lenders to make the Closing Date which shall occur on or before September 1, 2005, initial Loans requested to be made by it is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the Agent, duly executedthe following: (i) executed originals of each of this Agreement and the other Loan Documents, together with all schedules and in full force and effectexhibits thereto; (bii) a certificate from the Secretary favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of each Borrower Party (i) attesting Xxxxxxx X. Xxxxxxxx, Vice President & General Counsel of the Guarantor, (ii) Xxxxx Xxxx & Xxxxxxxx, special counsel to the resolutions of such Borrower Party's board of directors authorizing its executionGuarantor, delivery(iii) Loyens Xxxxxxx, local counsel to VF Investments, (iv) Xxxxx & XxXxxxxx CVBA/SCRL, local counsel to VF Europe and performance of all Loan Documents required (v) Xxxxx & XxXxxxxx Zurich, local counsel to be executed and delivered by such Borrower Party on VF International, in each case, dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent and the Lenders and satisfactory to the Agent and to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe board of directors or other appropriate governing body (or of the appropriate committee thereof) of the Guarantor and of each Borrower certified by such entity’s secretary or assistant secretary or any Authorized Representative of such entity as of the Closing Date, approving and adopting the Loan Documents to be executed by the Guarantor and each Borrower, as applicable, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Guarantor and each Borrower, certified by the secretary or assistant secretary or any Authorized Representative of the Guarantor and each Borrower, as applicable; (v) the Organizational Documents of the Guarantor and each Borrower certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of its organization or by an Authorized Representative of the Guarantor or such Borrower, as the case may be; (vi) the by-laws or articles of association of the Guarantor and each Borrower certified as of the Closing Date as true and correct by such Borrower Party of this Agreement entity’s secretary or assistant secretary or any Authorized Representative of such entity; (vii) to the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date by the Secretary of State or other Loan Document appropriate Governmental Authority of the jurisdiction of formation of the Guarantor and each Borrower as to the due existence and good standing of the Guarantor and each Borrower, as applicable; (viii) notice of appointment of the initial Authorized Representative of the Guarantor and each Borrower; (ix) a certificate of an Authorized Representative of the Guarantor dated the Closing Date demonstrating compliance with the covenants contained in Sections 8.1, 8.2(i) and 8.3(e) as of the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the Closing Date, substantially in the form of Exhibit F; (x) evidence that all fees payable by the Guarantor and the Borrowers on the Closing Date to the Agent and the Lenders have been paid in full; (xi) unless waived by the Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent); (xii) a certificate of the Guarantor certifying that (A) as of the Closing Date, each of the representations and warranties set forth in Article VI is true and correct, (B) after giving effect to the Closing Date and all Loans to be made on the Closing Date, there will be no Default or Event of Default under this Agreement, and (C) except as disclosed in any reports or financial statements filed with the Securities and Exchange Commission prior to October 3, 2007, as of the Closing Date there shall not have occurred a material adverse change since December 30, 2006 in the business, financial position or results of operations of the Guarantor and its Subsidiaries, taken as a whole; (xiii) evidence that the Credit Agreement dated as of October 27, 2005 among the Borrowers, VF Asia Ltd., the lenders parties thereto and ABN AMRO Bank N.V., as administrative agent, has been or concurrently with the Closing Date is being terminated (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement under such Credit Agreement of prior notice for such termination and for the repayment of any borrowings thereunder); and (xiv) such other documents, instruments, certificates and opinions as the Agent or the Required Lenders may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection hereby. Without limiting the generality of the provisions of the last sentence of Section 10.3, for purposes of determining compliance with the transactions contemplated by conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have been deliveredconsented to, executedapproved or accepted or to be satisfied with, each document or recorded and shall other matter required thereunder to be in form and substance consented to or approved by or acceptable or satisfactory to a Lender unless the AgentAgent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before The obligation of the Closing Date. On or before Lenders to make the Closing Date which shall occur on or before September 1, 2005, Revolving Credit Facility available to any Borrower is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the AgentAgent and Lenders, duly executedthe following: (i) executed originals of each of this Agreement, the Notes, the initial Facility Guaranties, the initial Security Instruments (but not a Security Agreement or Lockbox Agreement unless Loans are to be made to the Initial Borrower), the UniCapital Support Agreement and in full force the other Loan Documents, together with all schedules and effectexhibits thereto; (bii) a certificate from the Secretary of each Borrower Party (i) attesting favorable written opinion or opinions with respect to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required and the transactions contemplated thereby of special counsel to be executed and delivered by such Borrower Party on the Credit Parties dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent (on behalf of itself and the Lenders), certified by substantially in the Secretary form of each Borrower Party; (d) a certificate of status with respect Exhibit G-1 or otherwise reasonably satisfactory to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe boards of directors or other appropriate governing body (or of the appropriate committee thereof) of UniCapital and each Credit Party (or, in the case of a Credit Party that is a trust, resolutions of the appropriate board or committee of each trustee thereof) certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and Agent shall be satisfied that all such agreements are in full force authorizing the execution and effectdelivery thereof; (hiv) specimen signatures of officers of UniCapital and each of the Credit Parties executing the Loan Documents on behalf of UniCapital or such Credit Party, certified by the secretary or assistant secretary of UniCapital or such Credit Party; (v) the Agent shall Organizational Documents of UniCapital and each of the Credit Parties and each of the trustees for each UniCapital Subsidiary Trust certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization (provided that the trust agreement of a UniCapital Subsidiary Trust may be satisfied that certified by the secretary or assistant secretary of its Beneficial Owner); (vi) Operating Documents of UniCapital and each of the Credit Parties and each of the trustees for each UniCapital Subsidiary Trust certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Secretaries of State or comparable officials of the respective jurisdictions of formation of UniCapital and each of the Credit Parties (excluding UniCapital Subsidiary Trusts, but including each trustee thereof) as to the due existence and good standing of such Person; (viii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of UniCapital and each of the Credit Parties (excluding UniCapital Subsidiary Trusts, but including each trustee thereof) as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could have a Material Adverse Effect; (ix) notice of appointment of the initial Authorized Representative(s); (x) fully-executed Uniform Commercial Code financing statements filed against appropriate for filing in all Borrower Parties naming Agent, for places required by applicable law to perfect the benefit Liens of Lenders, the Agent under the Security Instruments as the secured creditor are sufficient a first priority Lien as to create items of Collateral in which a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting may be perfected by the filing of all such financing statements;, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation: (1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and (2) the delivery by the Borrowers of "control agreements" that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests; and (xi) evidence that all fees payable by the Borrowers on the Closing Date to the Agent and the Lenders have been paid in full; and (b) In the good faith judgment of the Agent and the Lenders: (i) the Third Amendment no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to the First Lien Credit Agreement shall have been executed;result in a Material Adverse Effect; and (jii) Each Borrower Party UniCapital and the Credit Parties shall have received all licensesapprovals, approvals consents and waivers, and shall have made or evidence of other actions given all necessary filings and notices as shall be required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of to consummate the transactions contemplated hereby and thereby; and without the occurrence of any default under, conflict with or violation of (kA) all other documents and legal matters in connection with any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the transactions contemplated Credit Parties is a party or by this Agreement shall have been delivered, executed, which any of them or recorded and shall be in form and substance satisfactory to the Agenttheir properties is bound.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement is subject to the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingfollowing conditions precedent: (a) The Global Agent shall have received, on the Intercreditor Agreement, Closing Date in form and substance satisfactory to the Agents and the Lenders the following: (i) executed originals of each of this Agreement, each Note requested by any Lender, the Guaranty, the LC Account Agreement, the Bank Guarantee Cash Account Agreement and the other Loan Documents, together with all schedules and exhibits thereto in form and substance satisfactory to the Agents and the Lenders; (ii) the favorable written opinion of special U.S. counsel to the Company as US Facility Borrower and Guarantor and to each other Borrower substantially in the form of EXHIBIT G-1 and the favorable written opinion of special New York counsel to the Company as US Facility Borrower and Guarantor and to each other Borrower substantially in the form of EXHIBIT G-2, each dated the Closing Date, addressed to the Agents and the Lenders and satisfactory to special counsel to the Global Agent; (iii) resolutions of the board of directors (or of the appropriate committee thereof) of each of the Borrowers certified by its secretary or assistant secretary as of the Closing Date, duly executedapproving and adopting the Loan Documents to be executed by such Borrower, and authorizing the execution and delivery thereof; specimen signatures of officers of each Borrower executing the Loan Documents, certified by the Secretary or Assistant Secretary of such Borrower; (iv) a certificate of the secretary or assistant secretary of each Borrower as to the absence of any change to the Organizational Documents of each of the Borrowers since the date of the Existing Credit Agreement and that such Organizational Documents remain in full force and effect; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (dv) a certificate of status with respect to the secretary or assistant secretary of each Borrower Party, dated within ten (10) days as to the absence of any change to the Operating Documents of each of the Closing Date, such certificate to be issued by Borrowers since the appropriate officer date of the jurisdiction of organization of the Borrower Party, which certificate shall indicate Existing Credit Agreement and that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are Operating Documents remain in full force and effect; (hvi) certificates issued as of a recent date by the Agent shall be satisfied that financing statements filed against Secretary of State or comparable official of the jurisdiction of the formation of each of the Borrowers as to the corporate good standing of such Borrower therein; 110 117 (vii) all Borrower Parties naming Agent, for fees payable by the benefit of Borrowers on the Closing Date to the Agents and the Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (iviii) financial statements of the Third Amendment Borrower and its Subsidiaries required to be delivered pursuant to SECTION 8.02(b)(i) hereof if not previously delivered to the First Lien Lenders pursuant to the Existing Credit Agreement shall have been executedAgreement; (jix) Each Borrower Party shall have received all licensesa certificate of an Authorized Representative of the Company reasonably satisfactory to the Agents and the Lenders as to the matters set forth in SECTION 7.01(b)(ii) through (iv) and 7.01(c)(i); and (x) such other documents, approvals instruments, certificates and opinions as any Agent or evidence of other actions required by any Governmental Authority Lender may reasonably request on or prior to the Closing Date in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby; (b) Each of the following shall have occurred or be true: (i) The Global Agent shall have completed all due diligence with respect to the Company and its Subsidiaries in scope and determination satisfactory to the Global Agent in its sole discretion; (ii) There shall not be any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (a) purports to affect the transactions contemplated hereby, (b) would reasonably be expected to have a Material Adverse Effect or (c) would reasonably be expected to have a material adverse effect on the ability of the Loan Parties to perform their respective obligations hereunder or under the other Loan Documents; (iii) The Company and its Subsidiaries shall be in compliance with all existing financial and material contractual obligations before and immediately after giving effect to the financings and other transactions contemplated hereby; (iv) The Company and its Subsidiaries shall have received all government, shareholder and third-party approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any court or other Governmental Authority or arbitral authority, (B) any Organizational Document or Operating Agreements of the Company or any Subsidiary or (C) any agreement, document or instrument to which any of the Company or any Subsidiary is a party or by which any of them or their properties is bound, if such default, conflict or violation would reasonably be expected to result in a Material Adverse Effect; and therebyall applicable waiting periods shall have expired without any action being taken or threatened in writing by any authority that could restrain, prevent or impose any material adverse conditions on the making of any Loan or other transactions contemplated hereby, and no law or regulation shall be applicable which would reasonably be expected to have a Material Adverse Effect; and (kc) all other documents In the good faith judgment of the Agents and legal matters the Lenders: (i) There shall not have occurred a material adverse change in connection with the transactions contemplated by this Agreement shall have been deliveredbusiness, executedassets, liabilities, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole since February 29, 2000, except as communicated to the Lenders and the Agents prior to the date hereof, or recorded and shall be in form and substance satisfactory the facts or information regarding such entities most recently delivered to the AgentGlobal Agent by the Company or any Borrower; (ii) There shall not have occurred and be continuing a material adverse change in the market for syndicated credit facilities similar in nature to the Facilities or a material disruption of, or a material adverse change in, financial, banking or capital market conditions, in each case as determined by the Global Agent in its reasonable discretion.

Conditions of Closing. 8.1. Required Deliveries on or before This Agreement shall become effective upon the Closing Date. On or before receipt by the Closing Date which shall occur on or before September 1Agent, 2005with copies for each Bank, the Agent shall receive of the following: : (a) the Intercreditor an executed original counterpart of this Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect; ; (b) a certificate from certified copies of any amendments to the Secretary Partnership Agreement and the Management Agreement since June 30, 1993; (c) certified copies of each all documents relating to the due authorization and execution by the Borrower Party of this Agreement as the Agent may reasonably request, including, without limitation, all partnership actions taken by the Borrower authorizing (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such the Borrower Party of this Agreement or any and the other Loan Document Documents, (ii) its performance of all of its agreements and obligations under this Agreement and under the other Loan Documents, and (iii) the borrowings and other transactions contemplated by this Agreement and the other Loan Documents; (d) an incumbency certificate, dated the date hereof, signed by an authorized General Partner, setting forth the names and specimen signatures of each individual authorized to give notices, sign or with the consummation act on behalf of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters Borrower in connection with the transactions contemplated by this Agreement and the other Loan Documents; (e) certified copies of all documents relating to the General Partner executing this Agreement on behalf of the Borrower as the Agent may reasonably request, including, without limitation, all resolutions or other actions taken by the Borrower authorizing the execution and delivery by the General Partner on behalf of the Borrower of this Agreement and the other Loan Documents; (f) an incumbency certificate, dated the date hereof, signed by the Secretary or Assistant Secretary of the General Partner acting on behalf of the Borrower hereunder, setting forth the names and specimen signatures of each individual authorized to give notices, sign or act on behalf of the Borrower in connection with the transactions contemplated by this Agreement and the other Loan Documents; (g) good standing certificates from each of (i) Bermuda and (ii) Massachusetts with respect to the Borrower and each General Partner; (h) a duly completed and executed Federal Reserve Form U-1, describing all Margin Stock then held by the Borrower in its investment portfolio and all Eligible Assets, in the form required by such Form U-1; (i) an opinion from Judy X. Xxxxxxx, Xxq., counsel to the Borrower, and Conyxxx, Xxll & Xearxxx, xxecial Bermuda counsel, substantially in the form of Exhibit E attached hereto, in each case given upon the express instructions of the Borrower (and by its execution of this Agreement the Borrower confirms that it has so instructed such counsel); (j) receipt of the Agent's fee referred to in Section 2.6(a); and (k) such other documents as any Bank shall have been delivered, executed, or recorded requested in order to comply with applicable rules and shall be in form regulations promulgated by the Federal Reserve Board and substance satisfactory to the Agentother governmental and regulatory authorities.

Conditions of Closing. 8.1. Required Deliveries on The Original Purchaser's obligation to purchase the Bonds is subject to fulfillment of the following conditions at or before Closing, any of which the Original Purchaser may waive: 1. The Issuer's and the Company's representations hereunder shall be true on the date hereof and on and as of the Closing Date. On or before and shall be confirmed by certificates dated as of the Closing Date which shall occur on or before September 1date of Closing, 2005including but not limited to, a certificate of the Company as to its continuing compliance with all agreements, covenants and warranties, and the non-existence of any Event of Default under the Indenture, the Agent Loan Agreement, the Note, the Security Agreement, the Mortgage, the Indemnity and the Tax Certificate. 2. Neither the Issuer nor the Company shall receive have defaulted in any material respect in any of their covenants hereunder. 3. The Original Purchaser shall have received: (1) an opinion and a supplemental opinion of Bond Counsel, dated as of Closing, substantially in the form of Exhibit A-1 and A-2 hereto; (2) an opinion of the Issuer's counsel, dated as of Closing, substantially in the form of Exhibit B hereto; (3) an opinion of counsel to the Company, dated as of Closing, substantially in the form of Exhibit C-1 hereto and an opinion of counsel to ELXSI Corporation substantially in the form of Exhibit C-2 hereto; (4) a certified copy of the Bond Resolution; (5) a copy of the following: (a) 1. executed Indenture; 2. executed Loan Agreement; 3. executed Note; 4. executed Mortgage; 5. executed Security Agreement; 6. the Intercreditor AgreementBonds; 7. executed Tax Certificate; 8. executed Indemnity; and 9. executed Guaranty Agreement dated as of September 24, 1997 between ELXSI Corporation and Bank of America National Trust and Savings Association in form and substance acceptable to the Original Purchaser; (6) evidence satisfactory to the AgentOriginal Purchaser that an A.L.T.A. Loan Policy of Title Insurance, duly executedinsuring the Trustee and in an amount equal to the aggregate principal amount of the Bonds (to the extent that the proceeds of the Bonds are used for property insurable under such title policy, and otherwise in an amount equal to the property so insurable) insuring the Company's title to the insurable portion of the Project, is in full force and effect;; and (b) a certificate from 4. The satisfaction by the Secretary Company and the Issuer of each Borrower Party (i) attesting all conditions required by Bond Counsel prior to the resolutions delivery of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an Bond Counsel opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation issuance of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the AgentBonds.

Conditions of Closing. 8.1. The obligation of each Lender to make its initial Loan hereunder shall not become effective, and the Closing Date shall not occur, until the date on which each of the following conditions is satisfied: (a) The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, and that the Borrower is validly existing, in good standing and qualified to engage in business in the States of Delaware and California; (v) a favorable opinion of Xxxxxx Godward Kronish LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower (on behalf of the Borrower) certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements, subject to the SEC Reports, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on September 30, 2006, signed by a Responsible Officer of the Borrower (on behalf of the Borrower); and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Deliveries Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date. On or before Date shall have been paid. (c) Unless waived by the Closing Date which shall occur on or before September 1, 2005Administrative Agent, the Agent Borrower shall receive the following: (a) the Intercreditor Agreementhave paid all fees, in form charges and substance satisfactory disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent, duly executed, and in full force and effect; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required extent invoiced prior to be executed and delivered by such Borrower Party or on the Closing Date, and authorizing specific officers plus such additional amounts of such Borrower Party to execute the same fees, charges and (ii) certifying the names and true signatures of the officers disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to and the Closing Date, certified by the Secretary of each Borrower Party;Administrative Agent). (d) a certificate of status with respect to each Borrower PartyThe Closing Date shall have occurred on or before November 30, dated within ten (10) days 2006. Without limiting the generality of the Closing Dateprovisions of Section 9.04, such certificate for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Partysatisfied with, each dated within thirty (30) days of the Closing Date, such certificates document or other matter required thereunder to be issued consented to or approved by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance acceptable or satisfactory to a Lender unless the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Administrative Agent shall have received searches reflecting the filing of all notice from such financing statements; (i) the Third Amendment Lender prior to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agentproposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before The closing of the Closing Date. On or before credit facilities under this Agreement is subject to satisfaction of the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingfollowing conditions precedent: (a) Unless waived by all the Intercreditor AgreementLenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv), (v) or (xi) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Facility Guaranty, sufficient in number for distribution to the Administrative Agent, duly executed, each Lender and in full force and effectthe Borrower; (bii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the signing Loan Party as the Administrative Agent may require to evidence the identities of and the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is organized and in which its chief executive office is located, including certified copies of each Loan Parties' Organization Documents, certificates of good standing and/or qualification to engage in business; (v) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered signed by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization Responsible Officer of the Borrower Partycertifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, which certificate shall indicate (B) that there is no event, circumstance, action, suit, investigation or proceeding pending or, to the best knowledge of such Borrower Party is Responsible Officer, threatened in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days any court or before any arbitrator or Governmental Authority since date of the Closing Date, such certificates Audited Financial Statements which has or could be reasonably expected to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute have a Material Adverse Effect, which certificates shall indicate that such Borrower Party is (C) the current Debt Ratings (and including a copy thereof), and (D) as to the matters described in good standing in such jurisdictionsSection 4.01(d); (fvi) an opinion or opinions of counsel for the Borrower Parties to each Loan Party in form and substance satisfactory to the Administrative Agent; (gvii) copies the consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended 1999, 2000 and 2001, including balance sheets, income and cash flow statements, all existing Blocked Account Agreementsaudited and opined on by independent certified public accountants of recognized national standing and prepared in conformity with GAAP, and such other financial information as the Administrative Agent shall be satisfied that all such agreements are in full force and effectmay request; (hviii) evidence that the Existing Credit Facility has been or concurrently with the Closing Date is being terminated, all indebtedness and obligations of the Borrower incurred thereunder have been, or with the initial Credit Extension hereunder on the Closing Date will be, repaid and the Borrower released from all liability thereunder except such as by their express terms survive such repayment and termination; (ix) the Multi-Year Revolving Credit Agreement has been executed and delivered by all parties thereto and the conditions set forth in Sections 4.01 and 4.02 thereof as of the Closing Date have been satisfied or waived in accordance with its terms; (x) a Compliance Certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date demonstrating compliance with the financial covenants contained in Section 7.10 as of the end of the fiscal quarter most recently ended prior to the Closing Date; (xi) evidence of all insurance required by the Loan Documents; (xii) an initial Loan Notice; (xiii) evidence of the current Debt Ratings; and (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall be satisfied that financing statements filed against all Borrower Parties naming have been paid. (c) Unless waived by the Administrative Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent Borrower shall have received searches reflecting paid all Attorney Costs of the filing Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of all Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such financing statements;estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) In the good faith judgment of the Administrative Agent and the Lenders: (i) the Third Amendment there shall not have occurred or become known to the First Lien Credit Agreement shall have been executedAdministrative Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect; (jii) Each no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; and (iii) the Borrower Party shall have received all licensesapprovals, approvals consents and waivers, and shall have made or evidence of other actions given all necessary filings and notices as shall be required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of to consummate the transactions contemplated hereby and thereby; and without the occurrence of any default under, conflict with or violation of (kA) all other documents and legal matters in connection with any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which the transactions contemplated Borrower or any Subsidiary is a party or by this Agreement shall have been delivered, executed, which any of them or recorded and shall be in form and substance satisfactory to the Agenttheir properties is bound.

Conditions of Closing. 8.1. Required Deliveries on Prior to the funding of the Loan, Borrowers shall furnish or before cause to be furnished to Lender the Closing Date. On or before following items (unless Lender expressly and specifically waives any of the Closing Date same in writing), all of which shall occur on or before September 1, 2005, are subject to the Agent shall receive the followingcomplete approval of Lender and its counsel in all respects: (a) the Intercreditor Fully-executed original copies of (i) this Agreement, (ii) the Note, (iii) the Subordination Agreement relating to the Xxxxxxx Note, (iv) each other Subordination Agreement to be delivered on the Closing Date, (v) the Perfection Certificate, (vi) any Guaranty Agreement (which may, as of the Closing Date, be delivered in connection with this Agreement), (vii) the Global Note and (viii) all other Loan Documents, each of (i)-(viii) executed by the parties thereto; (b) Financing statements which Lender shall have the right to file with the Secretaries of State in each jurisdiction of organization of each Loan Party, and such other locations as Lender may require (including, for the avoidance of doubt, security agreement and assignment documentation to be filed with the PTO and Control Agreements for Deposit Accounts (other than (i) certain cash collateral accounts and payroll account identified and agreed by Lender solely to the extent such accounts hold only such cash collateral and cash in an amount to satisfy the current payroll obligations of the applicable Loan Party and (ii) a Deposit Account at a depositary bank outside the United States that is subject to a daily sweep into a Deposit Account at a depository bank located in the United States) of each Loan Party), perfecting Lender’s security interest in the Collateral (as hereinafter defined), any Lien waivers or releases required by Lender and delivery of equity certificates and applicable equity powers in form and substance satisfactory to the Agent, duly executed, and in full force and effect; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan DocumentsLender; (c) Approved corporate documents for each Loan Party, including but not limited to: (i) copies of the publicly filed organizational documents of each Borrower Loan Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of State in the jurisdiction of such Loan Party’s organization, (ii) copies of the bylaws, operating agreement and/or partnership agreement, as the case may be, and all amendments thereto, of each Borrower Loan Party; (d) , together with a certificate of status with respect to each Borrower the secretary or assistant secretary of such Loan Party, dated within ten (10) days as of the Closing Date, stating that such certificate to be issued by the appropriate officer copies are complete and correct as of the jurisdiction of organization of the Borrower PartyClosing Date, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (eiii) certificates of status with respect to the appropriate governmental officials of each Borrower Partyjurisdiction as Lender may request, each dated within thirty (30) days prior to the Closing Date, stating that each Loan Party is in good standing with respect to the payment of franchise and similar taxes and is duly qualified to transact business therein, (iv) a certificate of the secretary or assistant secretary of each Loan Party, dated as of the Closing Date, as to the incumbency and signature of all officers or managers of such certificates Loan Party authorized to execute or attest to this Agreement, the Note and the other Loan Documents to which such Loan Party is a party, together with evidence of the incumbency of each such secretary or assistant secretary and (v) copies of the resolutions of the directors or other managers of each Loan Party, or the members of such Loan Party, authorizing, approving and ratifying this Agreement, the Note and the other the Loan Documents to which it is a party and the transactions contemplated herein and therein, duly adopted by such directors, other managers or members, as applicable, together with a certificate of the secretary or assistant secretary of such Loan Party, dated as of the Closing Date, stating that each such copy is a true and correct copy of resolutions duly adopted at a meeting, or by action taken on written consent, of such directors, other managers or members, as applicable, and that such resolutions have not been modified, amended, rescinded or revoked in any respect and are in full force and effect as of the Closing Date; (d) Fully executed copy of amended and restated Xxxxxxx Note, reflecting release of all collateral and subordination terms in compliance with the Subordination Agreement relating to the Xxxxxxx Note; (e) All Material Contracts (including, for the avoidance of doubt, the AT&T Contract and each Lease) shall be in full force and effect, and true, complete, correct copies of which to be issued by delivered to Lender prior to the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictionsClosing Date; (f) an opinion At the request of counsel for the Borrower Parties Lender, collateral assignments of each Material Contract, acknowledged and consented to by each counterparty to such Material Contract, each in form and substance satisfactory to the AgentLender in its sole discretion; (g) copies All representations and warranties contained in this Agreement (or otherwise made to the Lender in connection with this Agreement and in any other Loan Document) shall be true and correct in all material respects; (h) The Lender shall have determined, in its sole and absolute discretion, that (i) no Material Adverse Effect has occurred and (ii) there are no facts or circumstances existing and not previously disclosed in writing to the Lender with respect to any Loan Party, any Subsidiary or the transaction that, in Lender’s sole judgment, are inconsistent with any such information disclosed to Lender prior to the Closing Date or, if previously known, would have caused Lender not to enter into this Agreement; (i) There shall exist no Event of all existing Blocked Account AgreementsDefault and no condition, event, or act shall have occurred which, with notice or lapse of time, or both, would constitute an Event of Default; (j) An opinion of counsel to each Loan Party with respect to the transactions contemplated herein and therein and in the Loan Documents, in form and substance approved by Lender; (k) A certificate signed by a Responsible Officer of Enjoy certifying (A) that the conditions specified in Sections 4(e), 4(g), 4(h) and 4(i) have been satisfied, (B) that there has been no event or circumstance that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and Agent shall be satisfied (C) either (1) that no consents, licenses or approvals are required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, or (2) that all such agreements consents, licenses and approvals have been obtained and are in full force and effect; (hl) Results of searches or other evidence satisfactory to Lender (in each case dated as of a date satisfactory to Lender) indicating the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for absence of Liens on the benefit assets of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other each Loan Document or with the consummation of the transactions contemplated hereby and therebyParty; and (km) all All other additional documents and legal matters requested by Lender, in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in such form and substance satisfactory to the AgentLender, in its sole discretion.

Conditions of Closing. 8.1. Required Deliveries on The obligation of the Lenders to make the initial Advance under the Revolving Credit Facility or before an initial Competitive Bid Loan, of the Closing Date. On or before Swing Line Lender to make any Swing Line Loan, and of the Closing Date which shall occur on or before September 1, 2005, L/C Issuers to issue any Letter of Credit is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the Agent, duly executedthe following: (i) executed originals of each of this Agreement, any Notes requested prior to the Closing Date and in full force the other Loan Documents, together with all schedules and effectexhibits thereto; (bii) a certificate from the Secretary favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of each Borrower Party (i) attesting Xxxxxxx X. Xxxxxxxx, Vice President & General Counsel of the Borrower and (ii) Xxxxx Xxxx & Xxxxxxxx, special counsel to the resolutions of such Borrower Party's board of directors authorizing its executionBorrower, deliveryin each case, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent and the Lenders and satisfactory to the Agent and to Shearman & Sterling LLP, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe board of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary or any Authorized Representative as of the Closing Date, approving and Agent shall adopting the Loan Documents to be satisfied that all such agreements are in full force executed by the Borrower and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower, certified by such Borrower Party of this Agreement the secretary or assistant secretary or any Authorized Representative; (v) the Organizational Documents of the Borrower certified as of a recent date by the Secretary of State or other Loan Document appropriate Governmental Authority of the jurisdiction of its organization or by an Authorized Representative; (vi) the by-laws or articles of association of the Borrower certified as of the Closing Date as true and correct by its secretary or assistant secretary or any Authorized Representative; (vii) to the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of the Borrower as to the due existence and good standing of the Borrower; (viii) notice of appointment of the initial Authorized Representative; (ix) a certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the covenants contained in Sections 8.1, 8.2(i) and 8.3(e) as of the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the Closing Date, substantially in the form of Exhibit G hereto; (x) a certificate of the Borrower certifying that (A) as of the Closing Date, each of the representations and warranties set forth in Article VI is true and correct, (B) after giving effect to the Closing Date and all Loans to be made on the Closing Date, there will be no Default or Event of Default under this Agreement, and (C) except as disclosed in any reports or financial statements filed with the Securities and Exchange Commission on or prior to September 21, 2007, as of the Closing Date there shall not have occurred a material adverse change since December 30, 2006 in the business, financial position or results of operations of the Borrower and its Subsidiaries, taken as a whole; (xi) evidence that the Credit Agreement dated as of September 25, 2003 among the Borrower, the lenders parties thereto and Bank of America, as administrative agent, has been or concurrently with the Closing Date is being terminated (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement of prior notice for such termination); and (xii) such other documents, instruments, certificates and opinions as the Agent or the Required Lenders may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and thereby; andhereby. (kb) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Agent, the Borrower shall have paid all other documents fees, charges and legal matters in connection disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the transactions contemplated by conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have been deliveredconsented to, executedapproved or accepted or to be satisfied with, each document or recorded and shall other matter required thereunder to be in form and substance consented to or approved by or acceptable or satisfactory to a Lender unless the AgentAgent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before The obligation of the Closing Date. On or before Lenders to make the Closing Date which shall occur on or before September 1, 2005, Revolving Credit Facility available to any Borrower is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the AgentAgent and Lenders, duly executedthe following: (i) executed originals of each of this Agreement, the Notes, the initial Facility Guaranties, the initial Security Instruments and in full force the other Loan Documents, together with all schedules and effectexhibits thereto; (bii) a certificate from the Secretary of each Borrower Party (i) attesting favorable written opinion or opinions with respect to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required and the transactions contemplated thereby of special counsel to be executed and delivered by such Borrower Party on the Credit Parties dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent (on behalf of itself and the Lenders), certified by substantially in the Secretary form of each Borrower Party; (d) a certificate of status with respect Exhibit G-1 or otherwise reasonably satisfactory to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe boards of directors or other appropriate governing body (or of the appropriate committee thereof) of UniCapital and each Credit Party (or, in the case of a Credit Party that is a trust, resolutions of the appropriate board or committee of each trustee thereof) certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and Agent shall be satisfied that all such agreements are in full force authorizing the execution and effectdelivery thereof; (hiv) specimen signatures of officers of UniCapital and each of the Credit Parties executing the Loan Documents on behalf of UniCapital or such Credit Party, certified by the secretary or assistant secretary of UniCapital or such Credit Party; (v) the Agent shall Organizational Documents of UniCapital and each of the Credit Parties and each of the trustees for each UniCapital Subsidiary Trust certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization (provided that the trust agreement of a UniCapital Subsidiary Trust may be satisfied that certified by the secretary or assistant secretary of its Beneficial Owner); (vi) Operating Documents of UniCapital and each of the Credit Parties and each of the trustees for each UniCapital Subsidiary Trust certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Secretaries of State or comparable officials of the respective jurisdictions of formation of UniCapital and each of the Credit Parties (excluding UniCapital Subsidiary Trusts, but including each trustee thereof) as to the due existence and good standing of such Person; (viii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of UniCapital and each of the Credit Parties (excluding UniCapital Subsidiary Trusts, but including each trustee thereof) as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could have a Material Adverse Effect; (ix) notice of appointment of the initial Authorized Representative(s); (x) fully-executed Uniform Commercial Code financing statements filed against appropriate for filing in all Borrower Parties naming Agent, for places required by applicable law to perfect the benefit Liens of Lenders, the Agent under the Security Instruments as the secured creditor are sufficient a first priority Lien as to create items of Collateral in which a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting may be perfected by the filing of all such financing statements;, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation: (1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and (2) the delivery by the Borrowers of "control agreements" that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests; and (xi) evidence that all fees payable by the Borrowers on the Closing Date to the Agent, NMS and the Lenders have been paid in full; and (b) In the good faith judgment of the Agent and the Lenders: (i) the Third Amendment there shall not have occurred or become known to the First Lien Agent or the Lenders any event, condition, situation or status since the date of the information contained in the pro forma projections of UniCapital and its subsidiaries, giving effect to the "Related Acquisition" (as defined in the UniCapital Revolving Credit Agreement shall have been executedAgreement), for the fiscal years ending December 31, 1998, 1999 and 2000, which has had or could reasonably be expected to result in a Material Adverse Effect; (jii) Each Borrower Party no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; and (iii) UniCapital and the Credit Parties shall have received all licensesapprovals, approvals consents and waivers, and shall have made or evidence of other actions given all necessary filings and notices as shall be required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of to consummate the transactions contemplated hereby and thereby; and without the occurrence of any default under, conflict with or violation of (kA) all other documents and legal matters in connection with any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the transactions contemplated Credit Parties is a party or by this Agreement shall have been delivered, executed, which any of them or recorded and shall be in form and substance satisfactory to the Agenttheir properties is bound.

Conditions of Closing. 8.1. Required Deliveries on or before The obligation of the Closing Date. On or before Lenders to make the Closing Date which shall occur on or before September 1, 2005, initial Loans requested to be made by it is subject to the Agent shall receive the followingconditions precedent that: (a) the Intercreditor AgreementAgent shall have received on the Closing Date, in form and substance satisfactory to the Agent, duly executedthe following: (i) executed originals of each of this Agreement and the other Loan Documents, together with all schedules and in full force and effectexhibits thereto; (bii) a certificate from the Secretary favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of each Borrower Party (i) attesting Cxxxxxx X. Xxxxxxxx, Vice President & General Counsel of the Guarantor, (ii) Dxxxx Xxxx & Wxxxxxxx, special counsel to the resolutions of such Borrower Party's board of directors authorizing its executionGuarantor, delivery(iii) Loyens Wxxxxxx, local counsel to VF Investments, (iv) Bxxxx & MxXxxxxx CVBA/SCRL, local counsel to VF Europe and performance of all Loan Documents required (v) Bxxxx & MxXxxxxx Zurich, local counsel to be executed and delivered by such Borrower Party on VF International, in each case, dated the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented addressed to the Closing DateAgent and the Lenders and satisfactory to the Agent and to Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of special counsel for the Borrower Parties in form and substance satisfactory to the Agent; (giii) copies resolutions of all existing Blocked Account Agreementsthe board of directors or other appropriate governing body (or of the appropriate committee thereof) of the Guarantor and of each Borrower certified by such entity’s secretary or assistant secretary or any Authorized Representative of such entity as of the Closing Date, approving and adopting the Loan Documents to be executed by the Guarantor and each Borrower, as applicable, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with authorizing the execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Guarantor and each Borrower, certified by the secretary or assistant secretary or any Authorized Representative of the Guarantor and each Borrower, as applicable; (v) the Organizational Documents of the Guarantor and each Borrower certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of its organization or by an Authorized Representative of the Guarantor or such Borrower, as the case may be; (vi) the by-laws or articles of association of the Guarantor and each Borrower certified as of the Closing Date as true and correct by such Borrower Party of this Agreement entity’s secretary or assistant secretary or any Authorized Representative of such entity; (vii) to the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date by the Secretary of State or other Loan Document appropriate Governmental Authority of the jurisdiction of formation of the Guarantor and each Borrower as to the due existence and good standing of the Guarantor and each Borrower, as applicable; (viii) notice of appointment of the initial Authorized Representative of the Guarantor and each Borrower; (ix) a certificate of an Authorized Representative of the Guarantor dated the Closing Date demonstrating compliance with the covenants contained in Sections 8.1, 8.2(i) and 8.3(e) as of the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the Closing Date, substantially in the form of Exhibit F; (x) evidence that all fees payable by the Guarantor and the Borrowers on the Closing Date to the Agent and the Lenders have been paid in full; (xi) unless waived by the Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent); (xii) a certificate of the Guarantor certifying that (A) as of the Closing Date, each of the representations and warranties set forth in Article VI is true and correct, (B) after giving effect to the Closing Date and all Loans to be made on the Closing Date, there will be no Default or Event of Default under this Agreement, and (C) except as disclosed in any reports or financial statements filed with the Securities and Exchange Commission prior to October 3, 2007, as of the Closing Date there shall not have occurred a material adverse change since December 30, 2006 in the business, financial position or results of operations of the Guarantor and its Subsidiaries, taken as a whole; (xiii) evidence that the Credit Agreement dated as of October 27, 2005 among the Borrowers, VF Asia Ltd., the lenders parties thereto and ABN AMRO Bank N.V., as administrative agent, has been or concurrently with the Closing Date is being terminated (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement under such Credit Agreement of prior notice for such termination and for the repayment of any borrowings thereunder); and (xiv) such other documents, instruments, certificates and opinions as the Agent or the Required Lenders may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection hereby. Without limiting the generality of the provisions of the last sentence of Section 10.3, for purposes of determining compliance with the transactions contemplated by conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have been deliveredconsented to, executedapproved or accepted or to be satisfied with, each document or recorded and shall other matter required thereunder to be in form and substance consented to or approved by or acceptable or satisfactory to a Lender unless the AgentAgent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement is subject to the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingfollowing conditions precedent: (a) The Administrative Agent's receipt of the Intercreditor Agreementfollowing, each of which shall be originals, facsimiles or pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Facility Guaranty sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, including certified copies of such Loan Parties' Organization Documents, certificates of good standing and/or qualification to engage in business; (v) a favorable opinion of counsel to the Loan Parties as to matters of Florida and United States Law, addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the AgentAdministrative Agent and its legal counsel; (vi) a certificate of a Responsible Officer or Secretary of each Loan Party either (A) attaching copies of all consents, duly executedlicenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (bvii) a certificate from signed by a Responsible Officer of the Secretary Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of each the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) the current Debt Ratings; and (D) the Borrower Party (i) attesting to has paid all required documentary stamp taxes, intangible taxes and other taxes and fees imposed upon the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures filing and/or or recording of the officers of such Borrower Party authorized to sign such Credit Agreement and the other Loan Documents; (viii) a Compliance Certificate signed by a Responsible Officer of the Borrower, demonstrating that the Borrower is in compliance with the covenants set forth in Section 8.13, which certificate (for purposes of this Section 5.0l(a)(viii)) may exclude paragraphs 1, 2, 3 and 4 of Exhibit D), shall be based on the financial statements of the Borrower's for the fiscal period ending June 30, 2015; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees and expenses required to be paid on or before the Closing Date shall have been paid, including those set forth in the Fee Letter. (c) copies Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of each Borrower Party's governing documents, as amended, modified, the Administrative Agent to the extent invoiced prior to or supplemented to on the Closing Date, certified by ; provided that such payment shall not thereafter preclude a final settling of accounts between the Secretary Borrower and the Administrative Agent and shall not relieve the Borrower of each Borrower Party;its obligation to pay or reimburse the Administrative Agent for any additional Attorney Costs in accordance with Section 11.04; and provided further that this clause (c) is subject to the limitation on reimbursement of certain Attorney Costs set forth in the Fee Letter. (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and The Administrative Agent shall have received searches reflecting satisfactory evidence that all obligations owing under the filing Borrower's existing credit agreement among the Borrower, Bank of all such financing statements; (i) America, as administrative agent, and the Third Amendment to other lenders party thereto, and any liens thereunder, shall have been, or concurrently with the First Lien Credit date hereof will be, terminated. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have been executed; (j) Each Borrower Party consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by notice from such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory Lender prior to the Agentproposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before Lender’s agreement to make the Closing Date. On or before Loan and to disburse the Closing Date which Loan Proceeds shall occur on or before September 1, 2005, be subject to the Agent condition precedent that Lender shall receive have received all of the following: (a) the Intercreditor Agreement, each in form and substance satisfactory to the AgentLender: (a) This Agreement, duly executedproperly executed on behalf of Borrowers, and in full force and effect;each of the Exhibits hereto properly completed. (b) a The Promissory Notes, properly executed on behalf of Borrowers. (c) Each Mortgage, properly executed on behalf of the applicable Borrower. (d) The Environmental Indemnity Agreement, properly executed on behalf of the Credit Parties. (e) The Guaranty Agreement, properly executed on behalf of Guarantors. (f) The Security Agreement, properly executed on behalf of Apio, Cal Ex and GreenLine Logistics. (g) A Subordination Agreement, properly executed on behalf of Tenant. (h) A certificate from of the Secretary or an Assistant Secretary of each Borrower Party Credit Party, certifying as to (i) attesting to the resolutions of such Borrower Party's the board of directors or consent of the members or managers of such Credit Party, authorizing its the execution, delivery, delivery and performance of all the Loan Documents required to be executed and delivered by such Borrower Party on the Closing DateDocuments, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names Organizational Documents of such Credit Party, and true (iii) the signatures of the officers or agents of such Borrower Credit Party authorized to sign execute and deliver the Borrower Documents on behalf of such Loan Documents;Credit Party. (ci) Currently certified copies of the articles of incorporation or organization of each Borrower Credit Party's governing documents, . (j) A Certificate of Good Standing issued as amended, modified, or supplemented to the Closing Date, certified each Credit Party by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days State of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization state of such Borrower Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory ’s organization not more than 30 days prior to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; anddate hereof. (k) all other documents Financing statements authorized by each Borrower, as debtor, and legal matters in connection naming Collateral Agent, as secured party. (l) An environmental engineering report for the each Property prepared by an engineer engaged by Lender after consultation with the transactions contemplated by this Agreement shall have been deliveredBorrowers and at Borrowers’ expense, executed, or recorded and which environmental engineering report shall be in form and substance satisfactory acceptable to Lender. (m) Certificates of the insurance required hereunder, containing a lender’s loss payable clause or endorsement in favor of Lender. (n) An as built ALTA survey of each Property, in form and substance acceptable to Lender. (o) An ALTA (or equivalent) mortgagee policy of title insurance with respect to each Property, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the related Mortgage is a first-priority lien on such Property. Without limitation, such policy shall (i) be in the ALTA 2006 form (deleting arbitration, if permissible) or, if not available, the form commonly used in the State, insuring Collateral Agent and its successors and assigns; and (ii) include the following endorsements and/or affirmative coverages: (A) ALTA 9 Comprehensive, (B) Survey, (C) Access, (D) Environmental Protection Lien, (E) Subdivision, (F) Contiguity (as applicable), (G) Tax Parcel, (H) Address and Improvement, (I) Usury, (J) Tax Sale (as applicable), (K) Doing Business, (L) First Loss, (M) Tie-In (except with respect to the Property located in Hanover, Pennsylvania), and (N) ALTA 3.1 Zoning (with additional coverage for number and type of parking spaces). Such mortgagee policies of title insurance shall be in the following amounts: (a) $14,586,000 for the Property located in California, (b) $1,904,000 for the Property located in Ohio, (c) $1,041,250 for the Property located in Pennsylvania and (d) $425,000 for the Property located in South Carolina. (p) An appraisal of each Property addressed to Lender, in form and substance acceptable to Lender and prepared by an MAI certified appraiser acceptable to Lender in conformance with the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. (q) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against any Borrower, (ii) no financing statements have been filed and remain in effect against any Borrower relating to the Collateral except those financing statements filed by Lender, and (iii) all financing statements necessary to perfect the lien on the Collateral have been filed. (r) An opinion of counsel to Credit Parties, addressed to Lender and Collateral Agent, in form and substance acceptable to Lender. (s) Payment of all previously documented Lender’s fees, commissions and expenses required by Section 11.01 hereof. (t) Any other documents or items required by Lender.

Conditions of Closing. 8.1. Required Deliveries on or before The Lenders shall not be required to make the Closing Date. On or before initial Credit Extension unless each of the Closing Date which shall occur on or before September 1, 2005, the following conditions is satisfied: (a) The Administrative Agent shall receive have received executed counterparts of each of the following: (ai) the Intercreditor this Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect; (bii) any Notes requested by a Lender pursuant to Section 2.13; (iii) the Material Subsidiary Guaranty; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) that there have been no changes in the charter document of such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (B) as to the bylaws, operating agreement or other organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (C) as to resolutions of the board of directors or other governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) for such Loan Party from the Secretary of each Borrower Party State (ior analogous governmental entity) attesting of the jurisdiction of its organization as of a recent date, to the resolutions of extent generally available in such Borrower Party's board of directors authorizing its execution, deliveryjurisdiction, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (iiE) certifying the names and true signatures of the incumbent officers of such Borrower each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of the Borrower) authorized to request a Credit Extension; (v) a certificate, signed by an Authorized Officer of the Borrower, stating that on the Closing Date (A) no Default or Event of Default has occurred and is continuing, (B) the representations and warranties in Article V are (1) with respect to any representations or warranties that contain a materiality qualifier or be qualified as to “Adverse Event”, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier or are not qualified as to “Adverse Event”, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date and (C) that the conditions precedent set forth in Section 4.1(d) are satisfied as of such date; and (vi) a written opinion of the Loan Documents;Parties’ counsel, in form and substance acceptable to the Administrative Agent, addressed to the Lenders. (b) the Administrative Agent shall have received evidence satisfactory to it of the payment of all interest, fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement. (c) copies The Administrative Agent’s Fee Letter and payment of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party;all fees and reimbursements payable hereunder and thereunder. (d) a certificate There shall not have occurred an Adverse Event since December 31, 2023. (e) Upon the reasonable request of status with respect to each Borrower Party, dated within any Lender made at least ten (10) days of prior to the Closing Datedate hereof, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Partyshall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws, which certificate shall indicate that such Borrower Party is including the PATRIOT Act, in good standing in such jurisdiction; each case at least five (e) certificates of status with respect to each Borrower Party, each dated within thirty (305) days of prior to the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions;date hereof. (f) an opinion of counsel for At least five (5) days prior to the date hereof, if the Borrower Parties qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered a Beneficial Ownership Certification in relation to the Borrower. (g) The Administrative Agent shall have received such other agreements, documents, instruments and certificates relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby as are reasonably requested by the Administrative Agent and its counsel, in form and substance reasonably satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements; (i) the Third Amendment to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Administrative Agent.

Conditions of Closing. 8.1. The obligation of each Lender to make its initial Loan hereunder shall not become effective, and the Closing Date shall not occur, until the date on which each of the following conditions is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, and that the Borrower is validly existing, in good standing and qualified to engage in business in the States of Delaware and California; (v) a favorable opinion of Cxxxxx Godward Kronish LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower (on behalf of the Borrower) certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements, subject to the SEC Reports, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on September 30, 2006, signed by a Responsible Officer of the Borrower (on behalf of the Borrower); and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Deliveries Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date. On or before Date shall have been paid. (c) Unless waived by the Closing Date which shall occur on or before September 1, 2005Administrative Agent, the Agent Borrower shall receive the following: (a) the Intercreditor Agreementhave paid all fees, in form charges and substance satisfactory disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent, duly executed, and in full force and effect; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required extent invoiced prior to be executed and delivered by such Borrower Party or on the Closing Date, and authorizing specific officers plus such additional amounts of such Borrower Party to execute the same fees, charges and (ii) certifying the names and true signatures of the officers disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to and the Closing Date, certified by the Secretary of each Borrower Party;Administrative Agent). (d) a certificate of status with respect to each Borrower PartyThe Closing Date shall have occurred on or before November 30, dated within ten (10) days 2006. Without limiting the generality of the Closing Dateprovisions of Section 9.04, such certificate for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Partysatisfied with, each dated within thirty (30) days of the Closing Date, such certificates document or other matter required thereunder to be issued consented to or approved by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance acceptable or satisfactory to a Lender unless the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Administrative Agent shall have received searches reflecting the filing of all notice from such financing statements; (i) the Third Amendment Lender prior to the First Lien Credit Agreement shall have been executed; (j) Each Borrower Party shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agentproposed Closing Date specifying its objection thereto.

Conditions of Closing. 8.1. Required Deliveries on or before (a) The Company’s obligation to issue the Note to the Subscriber is subject to the conditions that: (i) such issuance be conditionally accepted by the TSX; (ii) the issuance of the Note and Underlying Securities are exempt from the prospectus filing requirements under applicable securities statutes, regulations, rules, policy statements and interpretation notes and by the applicable rules and policies of the TSX (collectively, “Securities Laws”); and (iii) the representations and warranties of the Subscriber are true and correct as at the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the following: (a) the Intercreditor Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect;. (b) a certificate from The Subscriber’s obligation to subscribe for the Secretary of each Borrower Party (i) attesting Note is subject to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements;following conditions: (i) the Third Amendment issue of the Note having been approved by the board of directors of the Company; (ii) the issue of the Note having been conditionally approved by the TSX; (iii) the Company shall have provided evidence satisfactory to the First Lien Credit Agreement Subscriber that the Company has obtained commitment to raise $500,000 in additional to the Loan Amount; (iv) the Company shall have maintained on Closing from Export Development Canada (“EDC”) and St. Xxxx Guarantee Insurance Company (“St. Xxxx Guarantee”), an account receivables insurance policy (the “Receivable Insurance Policy”) insuring 90% of value of the Company’s world-wide account receivables (the “Receivables”); (v) the Company shall have irrevocably directed EDC and St. Xxxx Guarantee to pay the proceeds from the Receivable Insurance Policy to the holder(s) of the Series F Note shown on the Certified Holder’s List described in section 6(i)(i), in accordance with the Payment Instruction described in section 6(i)(ii), upon any claim made under the Receivable Insurance Policy; (vi) the security interest granted by the Company in favour of each of persons shown in Schedule 3 shall have been executeddischarged or postponed and subordinated to the security interest to be granted by the Company in favour of the Subscriber; (jvii) Each Borrower Party Xxxx Xxxxxxxxx (“Xxxxxxxxx”) shall have received provided a limited recourse guarantee (the “Guarantee”) for the Company’s obligations under the Note, secured by a pledge of 800,000 shares in the Company beneficially owned by Xxxxxxxxx (the “Pledged Shares”) in accordance with a share pledge agreement by Xxxxxxxxx in favour of the Subscriber (the “Share Pledge Agreement”); (viii) all licenses, approvals covenants of the Company hereunder that are required to be performed on or evidence of other actions required by any Governmental Authority in connection prior to the Closing Date shall have been performed; (ix) the Subscriber shall have been satisfied with the execution and delivery by such Borrower Party results of this Agreement or any other Loan Document or with its due diligence review on the consummation affairs of the transactions contemplated hereby and therebyCompany; and (kx) all other documents the representations and legal matters warranties of the Company shall be true and correct as at the Closing Date. (c) If any of the conditions set forth in connection with (a) or (b) above is not satisfied or waived prior to Closing, this subscription agreement shall terminate and the transactions contemplated by this Agreement parties shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to the Agentno further obligations hereunder.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement and the Closing Date. On or before occurrence of the Closing Date which shall occur on or before September 1, 2005, are subject to the Agent shall receive following conditions precedent: (a) The Administrative Agent’s receipt of each of the following: (ai) executed counterparts of this Agreement and the Intercreditor AgreementFacility Guaranty; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note at least five (5) Business Days prior to the Closing Date; (iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, including certified copies of such Loan Parties’ Organization Documents, certificates of good standing and/or qualification to engage in business; (v) a favorable opinion of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Borrower as to matters of New York and United States Law and (ii) in-house counsel of the Borrower as to matters of Florida Law, in each case, addressed to the Administrative Agent and the Lenders and dated as of the Closing Date, in form and substance satisfactory to the AgentAdministrative Agent and its legal counsel; and (vi) a certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, duly executed(B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and in full force (C) the Borrower has paid, or will promptly pay to the extent invoiced and effectdue and payable, all required documentary stamp taxes, intangible taxes and other taxes and fees imposed upon the execution, filing and/or or recording of the Credit Agreement and other Loan Documents; (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, Any fees and performance of all Loan Documents expenses required to be executed and delivered by such Borrower Party paid on or before the Closing DateDate shall have been paid, and authorizing specific officers of such Borrower Party to execute including those set forth in the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents;Fee Letter. (c) copies Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of each the Administrative Agent to the extent invoiced at least two Business Days prior to the Closing Date; provided that such payment shall not thereafter preclude a final settling of accounts between the Borrower Party's governing documentsand the Administrative Agent and shall not relieve the Borrower of its obligation to pay or reimburse the Administrative Agent for any additional Attorney Costs in accordance with Section 11.04. (d) The Administrative Agent shall have received satisfactory evidence that all obligations owing under the Existing Credit Agreement, as amendedand any liens thereunder (if any), modifiedshall have been, or supplemented concurrently with the date hereof will be, repaid, and the commitments thereunder terminated. (e) To the extent requested by the Arrangers or any Lender on or prior to the date that is ten Business Days prior to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect Arrangers shall have received, at least three Business Days prior to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions;PATRIOT Act. (f) an opinion The Borrower shall have delivered written notice to the Administrative Agent that upon the effectiveness of counsel this Agreement, the Kohler Acquisition Closing Date Borrowing contemplated by this Agreement will constitute a “Qualifying Revolving Facility” for purposes of the Borrower Parties Bridge Facility. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in form and substance this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Administrative Agent shall have received searches reflecting the filing of all notice from such financing statements; (i) the Third Amendment Lender prior to the First Lien Credit Agreement proposed Closing Date specifying its objection thereto. Promptly upon the occurrence thereof, the Administrative Agent shall have been executed; (j) Each notify the Borrower Party shall have received all licensesand the Lenders that the Closing Date has occurred, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and notice shall be in form conclusive and substance satisfactory to binding on the AgentBorrower and the Lenders.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement and the Closing Date. On or before occurrence of the Closing Date which shall occur on or before September 1, 2005, are subject to the Agent shall receive following conditions precedent: (a) The Administrative Agent’s receipt of each of the following: (ai) executed counterparts of this Agreement and the Intercreditor AgreementFacility Guaranty; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note at least five (5) Business Days prior to the Closing Date; (iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, including certified copies of such Loan Parties’ Organization Documents, certificates of good standing and/or qualification to engage in business; (v) a favorable opinion of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Borrower as to matters of New York and United States Law and (ii) in-house counsel of the Borrower as to matters of Florida Law, in each case, addressed to the Administrative Agent and the Lenders and dated as of the Closing Date, in form and substance satisfactory to the AgentAdministrative Agent and its legal counsel; and (vi) a certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date certifying (A) that the representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document (other than Section 6.19) are true and correct in all material respects (unless such representation or warranty is already qualified by materiality or Material Adverse Effect, duly executedin which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in full force which case they shall be true and effect;correct in all material respects (unless such representation or warranty is already qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such earlier date; (B) no Default or Event of Default exists, or would result from the occurrence of the Closing Date; (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (D) the Borrower has paid, or will promptly pay to the extent invoiced and due and payable, all required documentary stamp taxes, intangible taxes and other taxes and fees imposed upon the execution, filing and/or or recording of the Credit Agreement and the other Loan Documents. (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, Any fees and performance of all Loan Documents expenses required to be executed and delivered by such Borrower Party paid on or before the Closing DateDate shall have been paid, and authorizing specific officers of such Borrower Party to execute including those set forth in the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents;Fee Letter. (c) copies Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of each the Administrative Agent to the extent invoiced at least two Business Days prior to the Closing Date; provided that such payment shall not thereafter preclude a final settling of accounts between the Borrower Party's governing documents, as amended, modified, and the Administrative Agent and shall not relieve the Borrower of its obligation to pay or supplemented reimburse the Administrative Agent for any additional Attorney Costs in accordance with Section 11.04. (d) To the extent requested by the Arrangers or any Lender on or prior to the date that is ten Business Days prior to the Closing Date, certified by the Secretary of each Borrower Party; (d) a certificate of status with respect Arrangers shall have received, at least three Business Days prior to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction;PATRIOT Act. (e) certificates The Borrower shall have delivered written notice to the Administrative Agent that upon the effectiveness of status this Agreement, this Agreement will constitute a “Qualifying Term Loan Facility” for purposes of the Bridge Facility. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with respect to each Borrower Partythe conditions specified in this Section 5.01, each dated within thirty (30) days of the Closing DateLender that has signed this Agreement shall be deemed to have consented to, such certificates approved or accepted or to be issued by the appropriate officer of the jurisdictions (satisfied with, each document or other than the jurisdiction of organization of such Borrower Party) in which its failure matter required thereunder to be duly qualified consented to or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance approved by or acceptable or satisfactory to a Lender unless the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Administrative Agent shall have received searches reflecting the filing of all notice from such financing statements; (i) the Third Amendment Lender prior to the First Lien Credit Agreement proposed Closing Date specifying its objection thereto. Promptly upon the occurrence thereof, the Administrative Agent shall have been executed; (j) Each notify the Borrower Party shall have received all licensesand the Lenders that the Closing Date has occurred, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and notice shall be in form conclusive and substance satisfactory to binding on the AgentBorrower and the Lenders.

Conditions of Closing. 8.1. Required Deliveries on or before The effectiveness of this Agreement is subject to the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the followingfollowing conditions precedent: (a) The Administrative Agent’s receipt of the Intercreditor Agreementfollowing, each of which shall be originals, facsimiles or pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Facility Guaranty sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, including certified copies of such Loan Parties’ Organization Documents, certificates of good standing and/or qualification to engage in business; (v) a favorable opinion of counsel to the Loan Parties as to matters of Florida and United States Law, addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the AgentAdministrative Agent and its legal counsel; (vi) a certificate of a Responsible Officer or Secretary of each Loan Party either (A) attaching copies of all consents, duly executedlicenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) a Compliance Certificate signed by a Responsible Officer of the Borrower, demonstrating that the Borrower is in compliance with the covenants set forth in Section 8.13, which certificate (for purposes of this Section 5.0l(a)(viii)) may exclude paragraphs 1, 2, 3 and 4 of Exhibit D), shall be based on the financial statements of the Borrower’s for the fiscal period ending July 31, 2011; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, Any fees and performance of all Loan Documents expenses required to be executed and delivered paid on or before the Closing Date shall have been paid, including those set forth in the Fee Letter. (c) Unless waived by such the Administrative Agent, the Borrower Party shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, ; provided that such payment shall not thereafter preclude a final settling of accounts between the Borrower and authorizing specific officers the Administrative Agent and shall not relieve the Borrower of such Borrower Party its obligation to execute pay or reimburse the same Administrative Agent for any additional Attorney Costs in accordance with Section 11.04; and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents; provided further that this clause (c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented is subject to the Closing Date, certified by limitation on reimbursement of certain Attorney Costs set forth in the Secretary of each Borrower Party;Fee Letter. (d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction; (e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions; (f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent; (g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect; (h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and The Administrative Agent shall have received searches reflecting satisfactory evidence that all obligations owing under the filing Borrower’s existing credit agreement among the Borrower, Bank of all such financing statements; (i) America, as administrative agent, and the Third Amendment to other lenders party thereto, and any liens thereunder, shall have been, or concurrently with the First Lien Credit date hereof will be, terminated. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have been executed; (j) Each Borrower Party consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by notice from such Borrower Party of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; and (k) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory Lender prior to the Agentproposed Closing Date specifying its objection thereto.