Common use of Conditions of Initial Borrowing Clause in Contracts

Conditions of Initial Borrowing. The obligation of each Lender to make Loans in connection with the initial Borrowing hereunder, and the obligation of the Issuing Lender to issue Letters of Credit hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for the Notes and any certificates or instruments required to be delivered under the Security Documents, in sufficient copies for each Lender: (i) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (ii) the Subsidiary Guaranty, duly completed and executed by each Subsidiary (other than any Foreign Subsidiary); (iii) the Security Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary); (iv) the Pledge Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another Subsidiary, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the Capital Stock of any Foreign Subsidiary) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged Capital Stock of any Foreign Subsidiary, such pledge agreements, instruments and other documents as shall, in the reasonable judgment of the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledge; (v) A Mortgage with respect to the owned parcel of Realty located in Auburn, Maine, duly completed and executed by the applicable Credit Party, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, (A) policies of title insurance for the owned Realty from title insurance companies with respect thereto, as endorsed in a manner reasonably satisfactory to the Administrative Agent, together with such coinsurance and reinsurance as may be reasonably required by the Administrative Agent, insuring such Mortgage, as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent, (B) surveys for the owned Realty, (C) flood certifications for the owned Realty, and (D) a landlord agreement for each parcel of leased Realty, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (vi) amendments and restatements of the Mortgages executed and delivered in connection with the Existing Credit Agreement, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, an endorsement to the title insurance policy for each such Mortgage, insuring such amendments and restatements of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent; (vii) Assignments and Grants of Security Interests for the federally registered Intellectual Property referred to in Annexes C, D and E of the Security Agreement, in substantially the form of Exhibits B and C (as applicable) to the Security Agreement, in each case duly completed and executed by each applicable Credit Party; and (viii) the favorable opinions of (A) Xxxxxxx & XxXxxxx, LLP, special counsel to the Borrower and its Subsidiaries, (B) Xxxxxxxxx Traurig, LLP, special New York counsel to the Borrower and its Subsidiaries, (C) local counsel to the Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent, and (D) local foreign counsel to the applicable Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent in connection with the pledge of Capital Stock of any Foreign Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent. (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 reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Effect has occurred since December 31, 2005, and there exists no event, condition or state of facts that would reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 and in Section 4.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary on behalf of each Credit Party executing any Credit Documents as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent 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, operating agreement or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit Party, 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 such Credit Party 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 (i) a certificate as of a recent date of the good standing of each Credit Party executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit Documents, or the consummation of any of the other Transactions or that could reasonably be expected to have a Material Adverse Effect. (g) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Borrower, or any of the Borrower’s Domestic Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to Foreign Subsidiaries in their jurisdiction of organization, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) The Borrower shall have paid (i) to the Arranger, the fees required under the Engagement Letter to be paid on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, and (ii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactions. (j) The Administrative Agent shall have received (i) copies of the financial statements referred to in Section 5.11(a) and a Financial Condition Certificate, (ii) the Projections, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and (iv) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and for that portion of the current fiscal year then ended, giving pro forma effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (k) The Administrative Agent shall be reasonably satisfied that the proceeds of the Term A-1 Loans, in part, have been applied to prepay in full the revolving loans made to the Borrower under the Existing Credit Agreement. (l) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance), as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (n) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (o) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

Conditions of Initial Borrowing. The obligation of each Lender to make Loans in connection with the initial Borrowing hereunder, and the obligation of the Issuing Lender to issue Letters of Credit hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for and in such number of copies as the Notes and any certificates or instruments required to be delivered under the Security Documents, in sufficient copies for each LenderAdministrative Agent shall have requested: (i) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (ii) the Subsidiary Guaranty, duly completed and executed by the Parent and each Subsidiary; provided that no Foreign Subsidiary shall be required to execute the Guaranty to the extent that the execution of the Guaranty by such Foreign Subsidiary would result in material adverse federal income tax consequences for the Parent as determined by whether the execution of the Guaranty by such Foreign Subsidiary would constitute an investment of earnings in United States property under Section 956 (or any successor statute) of the Code which would trigger an increase in the gross income of the Parent pursuant to Section 951 (or any successor provision) of the Code without corresponding credits or other than any Foreign Subsidiary)offsets; (iii) the Security Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary); (iv) the Pledge AgreementParent, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another SubsidiaryGuarantor, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the Capital Stock of any first-tier Foreign SubsidiarySubsidiary to the extent and for so long as, the pledge of any greater percentage would have material adverse federal tax consequences for the Parent) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged Capital Stock of any Foreign Subsidiary, such foreign pledge agreements, instruments and other documents as shall, in the reasonable judgment of the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledge; (viv) A Mortgage Mortgages with respect to the each owned parcel of Realty located in Auburnthe United States (excluding the Realty located at 0000 Xxxxxx Xxxx Xxxx, MaineXxxxxxx-Xxxxx, XX and 000 Xxxxx Xxxxxx, SW, Atlanta, GA), duly completed and executed by the applicable Credit Party, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, (A) environmental site assessments, (B) policies of title insurance for the owned Realty from title insurance companies with respect thereto, as endorsed in a manner reasonably satisfactory to the Administrative Agent, together with such coinsurance and reinsurance as may be reasonably required by the Administrative Agent, insuring such Mortgage, Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent, (B) surveys for the owned Realty, (C) flood certifications as-built ALTA surveys for the owned Realty, and (D) a landlord agreement flood certifications for each parcel of leased the owned Realty, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (vi) amendments and restatements of the Mortgages executed and delivered in connection with the Existing Credit Agreement, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, an endorsement to the title insurance policy for each such Mortgage, insuring such amendments and restatements of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent; (viiv) Assignments and Grants of Security Interests for the federally registered Intellectual Property referred to in Annexes CD, D E and E F of the Security Agreement, in substantially the form of Exhibits A and B and C (as applicable) to the Security Agreement, in each case duly completed and executed by each applicable Credit Party; and (viiivi) the favorable opinions of (A) Xxxxxx Xxxxxxx Xxxxxxxxx & XxXxxxxXxxx, LLPPLLC, special counsel to the Borrower Parent and its Subsidiaries, and (B) Xxxxxxxxx Traurig, LLP, special New York counsel to the Borrower and its Subsidiaries, (C) local counsel to the Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent, and (D) local foreign counsel to the applicable Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent in connection with the pledge of Capital Stock of any Foreign Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent. (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, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder Transactions and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder Transactions and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Effect has occurred since December January 31, 20052010, and there exists no event, condition or state of facts that would could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 and in Section 4.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary on behalf of each Credit Party executing any Credit Documents as of the Closing Date, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent 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, operating agreement or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit Party, 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 such Credit Party 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 (i) a certificate as of a recent date of the good standing of each Credit Party executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and Agreement, the other Credit Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit Documents, or the consummation of any of the other Transactions or that could reasonably be expected to have a Material Adverse Effect. (f) Concurrently with the making of the initial Loans hereunder, (i) all principal, interest and other amounts outstanding under the Borrower’s existing senior credit agreement (the “Existing Senior Credit Facilities”), shall be repaid and satisfied in full and all guarantees by the Credit Parties relating thereto extinguished, (ii) all commitments to extend credit under the agreements and instruments relating to the Existing Senior Credit Facilities shall be terminated, (iii) any Liens securing the Existing Senior Credit Facilities shall be released and any related filings (including UCC filings, mortgages, and intellectual property filings) terminated of record (or arrangements satisfactory to the Administrative Agent made therefor), and (iv) any letters of credit outstanding under the Existing Senior Credit Facilities for which any Credit Party is obligated shall have been terminated, canceled or replaced; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Senior Credit Facilities. (g) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Parent, the Borrower, or any of the Borrower’s Domestic Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to Foreign Subsidiaries in their jurisdiction of organization, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) Since January 31, 2010, both immediately before and after giving effect to the consummation of the Transactions, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (j) The Borrower shall have paid (i) to the ArrangerArranger and Xxxxx Fargo, the fees required under the Engagement Letter to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Engagement Letter, and (iiiii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactions. (jk) The Administrative Agent shall have received (i) copies of the financial statements referred to in Section 5.11(a). (l) and a The Administrative Agent shall have received an executed Financial Condition Certificate, (ii) the Projections, (iii) unaudited consolidated financial statements attaching copies of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and (iv) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and for that portion of the current fiscal year then ended, giving pro forma effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be Projections in form and substance reasonably satisfactory to the Administrative Agent. (km) The Administrative Agent shall be reasonably satisfied that that, on a pro forma basis after giving effect to the proceeds Transactions, the Leverage Ratio as of the Term A-1 LoansClosing Date would not have exceeded 2.15:1.0, in part, and the Administrative Agent shall have been applied to prepay in full received a certificate of a Financial Officer of the revolving loans made Parent as to the Borrower under foregoing and other supporting documentation, all in form and substance satisfactory to the Existing Credit AgreementAdministrative Agent. (ln) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance)insured, as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (no) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized OfficerOfficer of the Borrower, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (op) The Administrative Agent shall have received from the Parent and the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (q) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

Conditions of Initial Borrowing. The obligation of each Lender to make Loans in connection with the initial Borrowing hereunder, and the obligation of the Issuing Lender to issue Letters of Credit hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for and in such number of copies as the Notes and any certificates or instruments required to be delivered under the Security Documents, in sufficient copies for each LenderAdministrative Agent shall have requested: (i) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d2.4(a) and executed by the Borrower; (ii) the Subsidiary GuarantyGuaranty Agreement, duly completed and executed by each Subsidiary (other than any Foreign Subsidiary); (iii) the Security Agreement, duly completed and executed by the Parent, the Borrower and each Subsidiary (other than any Foreign Subsidiary); (iv) the Pledge Agreement, duly completed and executed by the Parent, the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another Subsidiary, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the Capital Stock of any Foreign Subsidiary) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged Capital Stock of any Foreign Subsidiary, such pledge agreements, instruments and other documents as shall, in the reasonable judgment of the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledge; (v) A Mortgage with respect to the owned parcel of Realty located in Auburn, Maine, duly completed and executed by the applicable Credit Party, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, (A) policies of title insurance for the owned Realty from title insurance companies with respect thereto, as endorsed in a manner reasonably satisfactory to the Administrative Agent, together with such coinsurance and reinsurance as may be reasonably required by the Administrative Agent, insuring such Mortgage, as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent, (B) surveys for the owned Realty, (C) flood certifications for the owned Realty, and (D) a landlord agreement for each parcel of leased Realty, each of which shall be in short-form and substance reasonably satisfactory to the Administrative Agent; (vi) amendments and restatements of the Mortgages executed and delivered in connection with the Existing Credit Agreement, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, an endorsement to the title insurance policy for each such Mortgage, insuring such amendments and restatements of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent; (vii) Assignments and Grants of Security Interests security agreements for the federally registered Intellectual Property referred to in Annexes C, D and E of the Security Agreement, in substantially the form of Exhibits B and C (as applicable) to the Security Agreement, in each case duly completed and executed by each applicable Credit Party; and (viiivi) the favorable opinions of (A) Xxxxxxx & XxXxxxx, XxXxxxxxx LLP, special counsel to the Borrower Parent and its Subsidiaries, and (B) Xxxxxxxxx Traurig, LLP, special New York general counsel to the Borrower Parent and its Subsidiaries, (C) local counsel each in form and substance reasonably satisfactory to the Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent, and (Dto the extent reasonably available) local foreign copies of the opinion required to be delivered by counsel to OrthoLogic pursuant to the applicable Credit Parties in BGS Asset Purchase Agreement, accompanied by a reliance letter (unless such jurisdictions as may be reasonably requested by opinion is addressed to the Administrative Agent in connection with and the pledge of Capital Stock of any Foreign SubsidiaryLenders or expressly includes a reliance provision) from the counsel rendering such opinion, to the effect that the Administrative Agent and the Lenders are 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, all in form and substance reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received a certificate, signed by the president, the chief executive officer or the chief financial officer of the BorrowerParent, in form and substance reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (i) as of the Closing Date, all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects as of the Closing Daterespects, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder BGS Acquisition and the application of the proceeds thereof transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder BGS Acquisition and the application of the proceeds thereoftransactions contemplated hereby, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder BGS Acquisition and the application of the proceeds thereoftransactions contemplated hereby, no Material Adverse Effect has occurred since December 31, 20052002, and there exists no event, condition or state of facts that would could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 and in Section 4.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary on behalf of each Credit Party executing any Credit Documents as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent 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, operating agreement or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit Party, 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 such Credit Party 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 (i) a certificate as of a recent date of the good standing of each Credit Party executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons (including the stockholders of, and lenders to, OrthoLogic) required in connection with the execution and delivery of this Agreement and Agreement, the other Credit Documents and the BGS Asset Purchase Agreement and the consummation of the Transactions transactions contemplated hereby and thereby shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit DocumentsDocuments or the BGS Asset Purchase Agreement, or the consummation of any of the other Transactions BGS Acquisition or that could reasonably be expected to have a Material Adverse Effect. (f) The approval of the BGS Asset Purchase Agreement by the Borrower’s board of directors shall not have been withdrawn or modified in a manner adverse to the Lenders; and the Administrative Agent shall be satisfied that, prior to or substantially concurrently with the making of the initial Loans hereunder, the BGS Acquisition shall have been consummated in accordance with the terms of the BGS Asset Purchase Agreement and all other applicable documentation and in compliance with all applicable law and regulatory approvals, without any amendment or waiver of any material condition or other provision thereof except as approved by the Administrative Agent. (g) The Administrative Agent shall be satisfied that (i) the aggregate purchase price for the BGS Acquisition will not exceed $93,000,000 (without taking into account any assumed liabilities or post-closing working capital adjustment to the purchase price), and (ii) aggregate fees and expenses payable by or on behalf of the Borrower in connection with the BGS Acquisition and the transactions contemplated hereby will not exceed $7,000,000. (h) The Administrative Agent shall have received a certificate of a Financial Officer of the Borrower satisfactory to it, demonstrating that the consummation by the Borrower of the transactions contemplated hereby and the making of the initial Loans hereunder on the Closing Date will be permitted under Section 4.03 of the Senior Subordinated Note Indenture. (i) Concurrently with the making of the initial Loans hereunder, (i) all principal, interest and other amounts outstanding under the Borrower’s existing senior bank credit facilities (the “Existing Senior Bank Facilities”) shall be repaid and satisfied in full and all guarantees by the Credit Parties relating thereto extinguished, (ii) all commitments to extend credit under the agreements and instruments relating to the Existing Senior Bank Facilities shall be terminated, and (iii) any Liens securing the Existing Senior Bank Facilities shall be released and any related filings (including UCC financing statements, mortgages, and intellectual property filings) terminated of record (or arrangements satisfactory to the Administrative Agent made therefor), and the Administrative Agent shall have received evidence of the foregoing satisfactory to it. (j) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Borrower, or any of the Borrower’s Domestic Subsidiaries Credit Party as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to Foreign Subsidiaries in their jurisdiction of organizationorganization (to the extent requested by the Administrative Agent) and lien search results with respect to the sellers of the BGS Business in such jurisdictions as shall have been requested by the Administrative Agent, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (hk) With respect to the “Purchased Assets” (as defined in the BGS Asset Purchase Agreement), the Administrative Agent shall have received such lien releases (including a lien release letter or other agreement and UCC-3 financing statement partial releases) from the lenders under OrthoLogic’s senior bank credit facility (or the agent thereunder on their behalf) as it may have requested. (l) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (m) Since December 31, 2002, both immediately before and after giving effect to the consummation of the BGS Acquisition and the transactions contemplated hereby, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (n) The Borrower shall have paid (i) to the ArrangerArranger and Wachovia, the fees required under the Engagement Fee Letter to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letter, and (iiiii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, Agreement and the other Credit Documents and the TransactionsDocuments. (jo) The Administrative Agent shall have received (i) copies of the audited financial statements referred to in Section 5.11(a) and a Financial Condition Certificate, (ii) the Projections, (iii) unaudited consolidated financial statements of the Borrower Parent and its Subsidiaries and the BGS Business as of the last day of the month most recently ended prior to the Closing Date for which such financial statements of the Borrower and its Subsidiaries are available available, and (iv) an unaudited consolidated opening balance sheet of the Borrower Parent and its Subsidiaries as of the last day of the tenth fiscal month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and for that portion of the current fiscal year then ended2003, giving pro forma effect to the consummation of the BGS Acquisition, the repayment of the Existing Senior Bank Facilities, the initial extensions of credit made under this Agreement, Agreement and the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (kp) The Administrative Agent shall be reasonably satisfied that that, on a pro forma basis after giving effect to the proceeds consummation of the Term A-1 LoansBGS Acquisition, in partthe repayment of the Existing Senior Bank Facilities, have been applied to prepay in full the revolving loans initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if such transactions had occurred on the date of the Pro Forma Balance Sheet, (i) Pro Forma Closing EBITDA is not less than $50,100,000, and (iii) Consolidated Total Funded Debt is not greater than Pro Forma Closing EBITDA multiplied by 3.7; and the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower under as to the Existing Credit Agreementforegoing, together with supporting documentation, all in form and substance satisfactory to the Administrative Agent. (lq) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance)insured, as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (nr) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized OfficerOfficer of the Borrower, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (os) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

Conditions of Initial Borrowing. The obligation of each Lender to make Loans in connection with the initial Borrowing hereunder, and the obligation of the Issuing Lender to issue Letters of Credit hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for and in such number of copies as the Notes and any certificates or instruments required to be delivered under the Security Documents, in sufficient copies for each LenderAdministrative Agent shall have requested: (i) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (ii) the Subsidiary Guaranty, duly completed and executed by the Parent and each Subsidiary party thereto; provided that no Foreign Subsidiary shall be required to execute the Guaranty to the extent that the execution of the Guaranty by such Foreign Subsidiary would result in material adverse federal income tax consequences for the Parent as determined by whether the execution of the Guaranty by such Foreign Subsidiary would constitute an investment of earnings in United States property under Section 956 (or any successor statute) of the Code which would trigger an increase in the gross income of the Parent pursuant to Section 951 (or any successor provision) of the Code without corresponding credits or other than any Foreign Subsidiary)offsets; (iii) the Security Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary); (iv) the Pledge AgreementParent, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another SubsidiaryGuarantor, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the Capital Stock of any first-tier Foreign SubsidiarySubsidiary to the extent and for so long as, the pledge of any greater percentage would have material adverse federal tax consequences for the Parent) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged Capital Stock of any Foreign Subsidiary, such foreign pledge agreements, instruments and other documents as shall, in the reasonable judgment of the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledge; (v) A Mortgage with respect to the owned parcel of Realty located in Auburn, Maine, duly completed and executed by the applicable Credit Party, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, (A) policies of title insurance for the owned Realty from title insurance companies with respect thereto, as endorsed in a manner reasonably satisfactory to the Administrative Agent, together with such coinsurance and reinsurance as may be reasonably required by the Administrative Agent, insuring such Mortgage, as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent, (B) surveys for the owned Realty, (C) flood certifications for the owned Realty, and (D) a landlord agreement for each parcel of leased Realty, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (vi) amendments and restatements of the Mortgages executed and delivered in connection with the Existing Credit Agreement, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, an endorsement to the title insurance policy for each such Mortgage, insuring such amendments and restatements of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent; (viiiv) Assignments and Grants of Security Interests for the federally registered Intellectual Property referred to in Annexes CD, D E and E F of the Security Agreement, in substantially the form of Exhibits A and B and C (as applicable) to the Security Agreement, in each case duly completed and executed by each applicable Credit Party; and (viiiv) the favorable opinions of (A) Xxxxxx Xxxxxxx Xxxxxxxxx & XxXxxxxXxxx, LLP, special counsel to the Borrower and its Subsidiaries, (B) Xxxxxxxxx Traurig, LLP, special New York counsel to the Borrower and its Subsidiaries, (C) local counsel to the Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent, and (D) local foreign counsel to the applicable Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent in connection with the pledge of Capital Stock of any Foreign Subsidiary, all in form and substance reasonably satisfactory to the Administrative AgentParties. (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, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder Transactions and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder Transactions and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Effect has occurred since December 31February 3, 20052013, and there exists no event, condition or state of facts that would could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 and in Section 4.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary on behalf of each Credit Party executing any Credit Documents as of the Closing Date, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent 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, operating agreement or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit Party, 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 such Credit Party 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 (i) a certificate as of a recent date of the good standing of each Credit Party executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and Agreement, the other Credit Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit Documents, or the consummation of any of the other Transactions or that could reasonably be expected to have a Material Adverse Effect. (f) Concurrently with the making of the initial Loans hereunder, (i) all principal, interest and other amounts outstanding under the Borrower’s existing senior credit agreement (the “Existing Senior Credit Facilities”), shall be repaid and satisfied in full and all guarantees by the Company Parties relating thereto extinguished, (ii) all commitments to extend credit under the agreements and instruments relating to the Existing Senior Credit Facilities shall be terminated, (iii) any Liens securing the Existing Senior Credit Facilities shall be released and any related filings (including UCC filings, mortgages, and intellectual property filings) terminated of record (or arrangements satisfactory to the Administrative Agent made therefor), and (iv) any letters of credit outstanding under the Existing Senior Credit Facilities for which any Company Party is obligated shall have been terminated, canceled or replaced (provided that any letter of credit outstanding under the Existing Senior Credit Facilities issued by the Issuing Lender shall be considered a Letter of Credit hereunder); and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Senior Credit Facilities. (g) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Parent, the Borrower, or any of the Borrower’s Domestic Subsidiaries other Credit Parties as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to Foreign Subsidiaries in their jurisdiction of organization, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) Since February 3, 2013, both immediately before and after giving effect to the consummation of the Transactions, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (j) The Borrower shall have paid (i) to the ArrangerXxxxx Fargo, the fees required under the Engagement Letter to be paid on the Closing Date, fee described in the amounts due and payable on the Closing Date as required by the terms thereof, Section 2.9(a) and (ii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactions. (jk) The Administrative Agent shall have received (i) copies of the financial statements referred to in Section 5.11(a). (l) and a The Administrative Agent shall have received an executed Financial Condition Certificate, (ii) the Projections, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and (iv) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and for that portion of the current fiscal year then ended, giving pro forma effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be Certificate in form and substance reasonably satisfactory to the Administrative Agent. (km) The Administrative Agent shall be reasonably satisfied that that, on a pro forma basis after giving effect to the proceeds Transactions, the Leverage Ratio as of the Term A-1 LoansClosing Date would not have exceeded 1.00:1.0, in part, and the Administrative Agent shall have been applied to prepay in full received a certificate of a Financial Officer of the revolving loans made Parent as to the Borrower under foregoing and other supporting documentation, all in form and substance satisfactory to the Existing Credit AgreementAdministrative Agent. (ln) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance)insured, as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (no) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized OfficerOfficer of the Borrower, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (op) The Administrative Agent shall have received from the Parent and the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (q) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

Conditions of Initial Borrowing. The obligation of each Lender to make Loans in connection with the initial Borrowing hereunder, and the obligation of the Issuing Lender to issue Letters of Credit hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for and in such number of copies as the Notes and any certificates or instruments required to be delivered under the Security Documents, in sufficient copies for each LenderAdministrative Agent shall have requested: (i) executed counterparts of this Agreement; (ii) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (iiiii) the Subsidiary Guaranty, duly completed and executed by each Subsidiary (other than any Foreign Subsidiary)Guarantor as of the Closing Date; (iiiiv) the Security Agreement, duly completed and executed by each of the Borrower and each Subsidiary (other than any Foreign Subsidiary); (iv) of the Borrower, and the Pledge Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another Subsidiary, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the Capital Stock of any Foreign Subsidiary) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged Capital Stock of any Foreign Subsidiary, such pledge agreements, instruments and other documents as shall, in the reasonable judgment of the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledgeIntermediate Holdco; (v) A Mortgage with respect a control agreement for each deposit account and securities account of any Credit Party that is a party to the owned parcel Security Agreement (other than deposit accounts maintained with the Administrative Agent and other than deposit accounts and securities accounts the entire balance of Realty located which is regularly (and in Auburnany event no less frequently than monthly) transferred into deposit accounts and securities accounts, Maineas applicable, over which the Administrative Agent has control), duly completed and executed by the applicable Credit Party, parties thereto and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, (A) policies of title insurance for the owned Realty from title insurance companies with respect thereto, as endorsed in a manner reasonably satisfactory to the Administrative Agent, together with such coinsurance and reinsurance as may be reasonably required by the Administrative Agent, insuring such Mortgage, as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent, (B) surveys for the owned Realty, (C) flood certifications for the owned Realty, and (D) a landlord agreement for each parcel of leased Realty, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (vi) amendments and restatements of the Mortgages executed and delivered in connection with the Existing Credit Agreement, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, an endorsement to the title insurance policy for each such Mortgage, insuring such amendments and restatements of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent; (vii) Assignments and Grants of Security Interests for the federally registered Intellectual Property referred to in Annexes C, D and E of the Security Agreement, in substantially the form of Exhibits B and C (as applicable) to the Security Agreement, in each case duly completed and executed by each applicable Credit Party; and (viiivi) the favorable opinions of (A) Xxxxxxx & XxXxxxx, LLPWxxxxxxx PC, special counsel to the Borrower Credit Parties, and its Subsidiaries, (B) Xxxxxxxxx Traurig, LLP, special New York counsel to the Borrower and its Subsidiaries, (C) local counsel to the Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent, all in form and (D) local foreign counsel substance reasonably satisfactory to the applicable Credit Parties Administrative Agent, accompanied in each case by a reliance letter (unless such jurisdictions as may be reasonably requested by opinion is addressed to the Administrative Agent in connection with and the pledge of Capital Stock of any Foreign SubsidiaryLenders or expressly includes a reliance provision) from the counsel rendering such opinion, to the effect that the Administrative Agent and the Lenders are 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, all in form and substance reasonably satisfactory to the Administrative Agent. (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, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Effect has occurred since December 31, 20052015, and there exists no event, condition or state of facts that would could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 3.1 and in Section 4.2 3.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary chief executive officer or an assistant secretary on behalf the chief financial officer of the Parent with respect to each Credit Party executing any Credit Documents as of the Closing Date, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent 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, operating agreement or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit PartyParty (or, with respect to any Credit Party that is a Project Holding Company or a Project Subsidiary, a resolution adopted by its sole member or other Controlling party), authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of such other Credit DocumentsDocuments (or, with respect to any Credit Party that is a Project Holding Company, an officer of the sole member of such Project Holding Company), and attaching all such copies of the documents described above. (d) The Administrative Agent shall have received (i) a certificate as of a recent date of the good standing of each Credit Party executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit Documents, or the consummation of any of the other Transactions or that could reasonably be expected to have a Material Adverse Effect. (g) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Borrower, or any of the Borrower’s Domestic Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to Foreign Subsidiaries in their jurisdiction of organization, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) The Borrower shall have paid (i) to the Arranger, the fees required under the Engagement Letter to be paid on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, and (ii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactions. (j) The Administrative Agent shall have received (i) copies of the financial statements referred to in Section 5.11(a) and a Financial Condition Certificate, (ii) the Projections, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and (iv) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and for that portion of the current fiscal year then ended, giving pro forma effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (k) The Administrative Agent shall be reasonably satisfied that the proceeds of the Term A-1 Loans, in part, have been applied to prepay in full the revolving loans made to the Borrower under the Existing Credit Agreement. (l) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance), as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (n) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (o) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

Conditions of Initial Borrowing. The obligation of each Lender to make Loans in connection with the initial Borrowing hereunder, and the obligation obligations of the Issuing Lender to issue Letters of Credit hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for and in such number of copies as the Notes and any certificates or instruments required to be delivered under the Security Documents, in sufficient copies for each LenderAdministrative Agent shall have requested: (i) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (ii) the Subsidiary Guaranty, duly completed and executed by each Subsidiary; provided that no Foreign Subsidiary shall be required to execute the Guaranty to the extent that the execution of the Guaranty by such Foreign Subsidiary would result in material adverse federal income tax consequences for the Borrower as determined by whether the execution of the Guaranty by such Foreign Subsidiary would constitute an investment of earnings in United States property under Section 956 (or any successor statute) of the Code which would trigger an increase in the gross income of the Borrower pursuant to Section 951 (or any successor provision) of the Code without corresponding credits or other than any Foreign Subsidiary)offsets; (iii) the Security Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary); (iv) the Pledge Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another Subsidiary, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the Capital Stock of any Foreign Subsidiary) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged Capital Stock of any Foreign Subsidiary, such pledge agreements, instruments and other documents as shall, in the reasonable judgment of the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledge; (v) A Mortgage with respect to the owned parcel of Realty located in Auburn, Maine, duly completed and executed by the applicable Credit Party, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, (A) policies of title insurance for the owned Realty from title insurance companies with respect thereto, as endorsed in a manner reasonably satisfactory to the Administrative Agent, together with such coinsurance and reinsurance as may be reasonably required by the Administrative Agent, insuring such Mortgage, as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent, (B) surveys for the owned Realty, (C) flood certifications for the owned Realty, and (D) a landlord agreement for each parcel of leased Realty, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (vi) amendments and restatements of the Mortgages executed and delivered in connection with the Existing Credit Agreement, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, an endorsement to the title insurance policy for each such Mortgage, insuring such amendments and restatements of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent; (viiiv) Assignments and Grants of Security Interests for the federally registered Intellectual Property referred to in Annexes CD, D E and E F of the Security Agreement, in substantially the form of Exhibits B and C (as applicable) to the Security Agreement, in each case duly completed and executed by each applicable Credit Party; and (viiiv) the favorable opinions of (A) Xxxxxxx & XxXxxxx, Akerman Senterfitt LLP, special counsel to the Borrower and its SubsidiariesBorrower, (B) Xxxxxxxxx Traurig, LLP, special New York counsel to the Borrower and its Subsidiaries, (C) local counsel to the Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent, and (D) local foreign counsel to the applicable Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent in connection with the pledge of Capital Stock of any Foreign Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent. (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, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactionstransactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactionstransactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactionstransactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Effect has occurred since December 31, 20052009, other than what previously has been delivered to the Administrative Agent in the Borrower’s financial statements, and there exists no event, condition or state of facts that would could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 and in Section 4.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary on behalf of each Credit Party executing any Credit Documents as of the Closing Date, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent 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, operating agreement or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit Party, 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 such Credit Party 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 (i) a certificate as of a recent date of the good standing of each Credit Party executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit Documents, or the consummation of any of the other Transactions or that could reasonably be expected to have a Material Adverse Effect. (g) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Borrower, or any of the Borrower’s Domestic Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to Foreign Subsidiaries in their jurisdiction of organization, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) The Borrower shall have paid (i) to the Arranger, the fees required under the Engagement Letter to be paid on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, and (ii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactions. (j) The Administrative Agent shall have received (i) copies of the financial statements referred to in Section 5.11(a) and a Financial Condition Certificate, (ii) the Projections, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and (iv) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and for that portion of the current fiscal year then ended, giving pro forma effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (k) The Administrative Agent shall be reasonably satisfied that the proceeds of the Term A-1 Loans, in part, have been applied to prepay in full the revolving loans made to the Borrower under the Existing Credit Agreement. (l) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance), as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (n) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (o) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.and

Conditions of Initial Borrowing. The obligation obligations of each Lender to make Loans in connection with the initial Borrowing any Loan hereunder, and the obligation amendment and restatement of the Issuing Lender to issue Letters of Existing Credit hereunder on the Closing Date, is subject Agreement pursuant to the satisfaction terms hereof, shall not become effective until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.01): (a) The Administrative Agent shall have received each of the following, each dated as of the Closing Date (unless otherwise specified) and, except for the Notes and any certificates or instruments required to be delivered under the Security Documents, in sufficient copies for each Lender: (i) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (ii) the Subsidiary Guaranty, duly completed and executed by each Subsidiary (other than any Foreign Subsidiary); (iii) the Security Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary); (iv) the Pledge Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another Subsidiary, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the Capital Stock of any Foreign Subsidiary) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged Capital Stock of any Foreign Subsidiary, such pledge agreements, instruments and other documents as shall, in the reasonable judgment of the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledge; (v) A Mortgage with respect to the owned parcel of Realty located in Auburn, Maine, duly completed and executed by the applicable Credit Party, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, (A) policies of title insurance for the owned Realty from title insurance companies with respect thereto, as endorsed in a manner reasonably satisfactory to the Administrative Agent, together with such coinsurance and reinsurance as may be reasonably required by the Administrative Agent, insuring such Mortgage, as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent, (B) surveys for the owned Realty, (C) flood certifications for the owned Realty, and (D) a landlord agreement for each parcel of leased Realty, each of which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Obligor, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective 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 Agent, each Lender and the Company; (viii) amendments executed affirmations and restatements consents to this Agreement from each Subsidiary Guarantor substantially in the form of Exhibit I (each, an "Affirmation and Consent"); and (iii) a Note executed by the Company in favor of each Lender that has requested a Note at least three Business Days prior to the Effective Date. (b) The Agent shall have received (i) a certificate with respect to each Obligor dated the Effective Date and signed by a Responsible Officer or other executive officer of such Obligor certifying that the Collateral and Guarantee Requirement has been and continues to be satisfied with respect to such Obligor and that each Security Document is in full force and effect together with such evidence that the Agent may reasonably request in connection therewith and (ii) reasonably satisfactory evidence that all insurance required by the Loan Documents is in effect. (c) The Agent shall have received: (i) copies of the Mortgages executed resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Obligor authorizing the Transactions to which such Obligor is a party, certified as of the Effective Date by the Secretary or an Assistant Secretary of such Obligor (or in the case of a limited liability company, of its manager); and (ii) a certificate of the Secretary or Assistant Secretary of each Obligor (or in the case of a limited liability company, of its manager) certifying the names and true signatures of the officers of such Obligor authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Obligor hereunder. (d) The Agent shall have received: (i) the articles or certificate of incorporation or equivalent document of each Obligor as in effect on the Effective Date, certified by the Secretary of State of its state of incorporation or organization as of a recent date; (ii) the bylaws or equivalent document of each Obligor as in effect on the Effective Date, certified by the Secretary or Assistant Secretary of such Obligor as of the Effective Date; (iii) a certificate of good standing or equivalent document for each Obligor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; and (iv) a compliance certificate for each Insurance Subsidiary (other than with respect to the Insurance Subsidiaries listed on Schedule 4.01(d)(iv) hereto) from the Department of Insurance of its jurisdiction of domicile as of a recent date. (e) The Agent shall have received a written opinion, reasonably acceptable to the Agent in form and substance, (addressed to the Agent and the Lenders and dated the Effective Date) from each of (i) Kirkland & Ellis LLP, counsel for the Obligors, substantially in the xxxx xx Exxxxxx H-1 and (ii) Baker & Daniels LLP, Indiana counsel for the Obligors, substantially xx xhe xxxx xx Exhibit H-2. (f) The Agent and each Lender shall have been paid all accrued and unpaid fees, and reasonable costs and expenses to the extent then due and payable to the Agent or such Lender on or before the Effective Date, including Attorney Costs of the Agent or such Lender to the extent invoiced prior to or on the Effective Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Company and the Agent) including any such reasonable costs, fees and out-of-pocket expenses arising under or referenced in Section 2.10 and 10.04. (g) Each lender under the Existing Credit Agreement shall have been reimbursed its losses and expenses to which it is entitled pursuant to Section 3.04(d) of the Existing Credit Agreement. (h) The Agent shall have received a certificate signed by a Responsible Officer on behalf of the Company, dated as of the Effective Date, confirming the satisfaction of the conditions set forth in Section 4.01(i) and Section 4.01(j) and confirming that the Company and its Subsidiaries have received all required approvals of the transactions contemplated hereby and by the other Loan Documents, including the Transactions, from each applicable Governmental Authority. (i) The fact that (i) the representations and warranties of each Obligor that are not qualified as to materiality contained in the Loan Documents shall be true and correct in all material respects and (ii) the representations and warranties of each Obligor that are qualified as to materiality contained in the Loan Documents shall be true and correct, in each case, on and as of the Effective Date, as though made on and as of such date. (j) The fact that, no Default or Event of Default shall have occurred and be continuing on such date or immediately after giving effect to the Transactions. (k) All governmental authorizations and third party approvals (or arrangements reasonably satisfactory to the Lenders in lieu of such approvals) necessary in connection with the Existing Credit Agreement, financing contemplated hereby and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, an endorsement to the title insurance policy for each such Mortgage, insuring such amendments and restatements continuing operations of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved Company and accepted by the Administrative Agent; (vii) Assignments its Subsidiaries shall have been obtained and Grants of Security Interests for the federally registered Intellectual Property referred to be in Annexes C, D full force and E of the Security Agreement, in substantially the form of Exhibits B and C (as applicable) to the Security Agreementeffect, in each case duly completed except for such authorizations and executed approvals as would not be reasonably likely to have a Material Adverse Effect, and all material waiting periods shall have expired without any action being taken by each applicable Credit Party; andany competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of the transactions contemplated herein. (viiil) The fact that there are no changes, occurrences or developments that could have a Material Adverse Effect. (m) The Agent shall have received such other approvals, documents or materials as the favorable opinions of (A) Xxxxxxx & XxXxxxx, LLP, special counsel to the Borrower and its Subsidiaries, (B) Xxxxxxxxx Traurig, LLP, special New York counsel to the Borrower and its Subsidiaries, (C) local counsel to the Credit Parties in such jurisdictions as Agent may be reasonably requested by the Administrative Agent, and (D) local foreign counsel to the applicable Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent in connection with the pledge of Capital Stock of any Foreign Subsidiaryrequest, all in form and substance reasonably satisfactory to the Administrative Agent. (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 reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Effect has occurred since December 31, 2005, and there exists no event, condition or state of facts that would reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 and in Section 4.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary on behalf of each Credit Party executing any Credit Documents as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent 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, operating agreement or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit Party, 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 such Credit Party 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 (i) a certificate as of a recent date of the good standing of each Credit Party executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit Documents, or the consummation of any of the other Transactions or that could reasonably be expected to have a Material Adverse Effect. (g) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Borrower, or any of the Borrower’s Domestic Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to Foreign Subsidiaries in their jurisdiction of organization, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) The Borrower shall have paid (i) to the Arranger, the fees required under the Engagement Letter to be paid on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, and (ii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactions. (j) The Administrative Agent shall have received (i) copies of the financial statements referred to in Section 5.11(a) and a Financial Condition Certificate, (ii) the Projections, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and (iv) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and for that portion of the current fiscal year then ended, giving pro forma effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (k) The Administrative Agent shall be reasonably satisfied that the proceeds of the Term A-1 Loans, in part, have been applied to prepay in full the revolving loans made to the Borrower under the Existing Credit Agreement. (l) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance), as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (n) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (o) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

Conditions of Initial Borrowing. The obligation of each Lender to make Loans in connection with the initial Borrowing hereunder, and the obligation of the Issuing Lender to issue Letters of Credit hereunder on the Closing Date, is subject to the satisfaction of This Agreement shall become effective when the following conditions precedentare satisfied: (a) The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for the Notes and any certificates or instruments required to be delivered under the Security DocumentsNotes, in sufficient copies for each Lender: (i) Counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart hereof shall not have been received, receipt by the extent requested Agent in form satisfactory to it of telegraphic, telecopy, or other written confirmation from such party of execution of a counterpart hereof by any Lender in accordance with Section 2.4(dsuch party), including, without limitation, Lenders holding Commitments in an aggregate amount of $80,000,000; (A) A Note for each Lender that is a Note or Notes for party hereto as of the Closing Date, in the amount of such Lender’s Commitment, in each case duly completed in accordance with the relevant provisions of Section 2.4(d2.4 and executed by the Borrower and (B) a Swingline Note for the Swingline Lender, in the amount of the Swingline Commitment, duly completed in accordance with the relevant provisions of Section 2.4 and executed by the Borrower; (iiiii) the Subsidiary Guaranty, duly completed and executed by each Subsidiary (other than any Foreign Subsidiary); (iii) of the Security Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary);Borrower; and (iv) the Pledge Agreementfavorable opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another SubsidiaryPLLC, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the Capital Stock of any Foreign Subsidiary) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged Capital Stock of any Foreign Subsidiary, such pledge agreements, instruments and other documents as shall, in the reasonable judgment of the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledge; (v) A Mortgage with respect special counsel to the owned parcel of Realty located in AuburnBorrower, Maine, duly completed and executed by the applicable Credit Party, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, (A) policies of title insurance for the owned Realty from title insurance companies with respect thereto, as endorsed in a manner reasonably satisfactory addressed to the Administrative Agent, together with such coinsurance Agent and reinsurance as may be reasonably required by the Administrative Agent, insuring such Mortgage, as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved Lenders and accepted by the Administrative Agent, (B) surveys for the owned Realty, (C) flood certifications for the owned Realty, and (D) a landlord agreement for each parcel of leased Realty, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (vi) amendments and restatements of the Mortgages executed and delivered in connection with the Existing Credit Agreement, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, an endorsement to the title insurance policy for each such Mortgage, insuring such amendments and restatements of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative Agent; (vii) Assignments and Grants of Security Interests for the federally registered Intellectual Property referred to in Annexes C, D and E of the Security Agreement, in substantially the form of Exhibits B and C (as applicable) to the Security Agreement, in each case duly completed and executed by each applicable Credit Party; and (viii) the favorable opinions of (A) Xxxxxxx & XxXxxxx, LLP, special counsel to the Borrower and its Subsidiaries, (B) Xxxxxxxxx Traurig, LLP, special New York counsel to the Borrower and its Subsidiaries, (C) local counsel to the Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent, and (D) local foreign counsel to the applicable Credit Parties in such jurisdictions as may be reasonably requested by the Administrative Agent in connection with the pledge of Capital Stock of any Foreign Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent. (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 reasonably and substance satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (i) all representations and warranties of the Credit Parties Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactionstransactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date)thereof, (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactionstransactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Effect has occurred since December 31, 2005, and there exists no event, condition or state of facts that would reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 and in Section 4.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary on behalf of each Credit Party executing any Credit Documents as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent 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, operating agreement or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit Party, 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 such Credit Party 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 (i) a certificate as of a recent date of the good standing of each Credit Party executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit Documents, or the consummation of any of the other Transactions or that could reasonably be expected to have a Material Adverse Effect. (g) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names the Borrower, or any of the Borrower’s Domestic Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to Foreign Subsidiaries in their jurisdiction of organization, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) The Borrower shall have paid (i) to the Arranger, the fees required under the Engagement Letter to be paid on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, and (ii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactions. (j) The Administrative Agent shall have received (i) copies of the financial statements referred to in Section 5.11(a) and a Financial Condition Certificate, (ii) the Projections, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and (iv) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and for that portion of the current fiscal year then ended, giving pro forma effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (k) The Administrative Agent shall be reasonably satisfied that the proceeds of the Term A-1 Loans, in part, have been applied to prepay in full the revolving loans made to the Borrower under the Existing Credit Agreement. (l) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance), as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (n) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (o) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.,

Conditions of Initial Borrowing. The obligation of each Lender to make Loans in connection with the any initial Borrowing hereunder, and the obligation of the any Issuing Lender Bank to issue any Letters of Credit hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for and in such number of copies as the Notes and any certificates or instruments required to be delivered under the Security Documents, in sufficient copies for each LenderAdministrative Agent shall have requested: (i) executed counterparts of this Agreement; (ii) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the each Borrower; (iiiii) the Subsidiary Guaranty, duly completed and executed by each Subsidiary (other than any Foreign Material U.S. Subsidiary); (iiiiv) the Security Agreement, duly completed and executed by the Borrower Xxxxxxxx and each Subsidiary (other than any Foreign Subsidiary); (iv) the Pledge Agreement, duly completed and executed by the Borrower and each Subsidiary (other than any Foreign Subsidiary) that owns Capital Stock of another Material U.S. Subsidiary, together with any certificates evidencing the Capital Stock being pledged thereunder as of the Closing Date (limited to 65% of the voting Capital Stock of any first-tier Foreign Subsidiary (other than a Foreign Subsidiary Borrower) to the extent and for so long as, the pledge of any greater percentage would have material adverse federal tax consequences for Xxxxxxxx, but including 100% of the non-voting Capital Stock of any such Foreign Subsidiary) and undated assignments separate from certificate for any such certificate, duly executed in blank; and in connection with the pledged provided that Capital Stock of any Foreign Subsidiary, held as collateral under the Existing Senior Credit Facilities shall not be required to be delivered until ten Business Days after the Closing Date or such pledge agreements, instruments and other documents as shall, in the reasonable judgment of longer period agreed to by the Administrative Agent, be required or advisable under applicable foreign Requirements of Law in order to effect such pledge; (v) A Mortgage with respect to the owned parcel of Realty located in Auburn, Maineeach Foreign Pledge Document, duly completed and executed by the applicable each Consolidated Entity party thereto; (vi) a control agreement for each deposit account of each U.S. Credit Party, and such documents relating to any such Realty as may be reasonably requested by the Administrative Agent, including, without limitation, Party (other than (A) policies of title insurance for the owned Realty from title insurance companies deposit accounts that are swept (1) at least twice per week, with respect theretoto deposit accounts maintained in the United States, as endorsed or (2) on a weekly basis, with respect to deposit accounts maintained in any other country, or, in each case, on a manner less frequent basis reasonably satisfactory acceptable to the Administrative Agent, together with such coinsurance and reinsurance into other deposit accounts as may be reasonably required by to which the Administrative Agent, insuring such Mortgage, as has a valid first lien on perfected security interest pursuant to Section 9-314 of the Realty, free of Liens other than Permitted Liens or other exceptions to title approved and accepted by the Administrative AgentUCC, (B) surveys for the owned Realtypayroll accounts, benefit accounts, trust and similar customer accounts, escrow accounts and tax payment accounts and (C) flood certifications for other deposit accounts, securities accounts or commodities accounts (provided that the owned Realtyaggregate balance in all accounts described by this clause (C) does not exceed $2,000,000)), duly executed by the parties thereto and (D) a landlord agreement for each parcel of leased Realty, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (vi) amendments and restatements of ; provided that, to the Mortgages executed and delivered in connection with the Existing Credit Agreement, and such documents relating extent Xxxxxxxx is unable to deliver any such Realty as may control agreement prior to the date on which all other conditions precedent set forth in this Article IV are satisfied, then the delivery of such control agreement shall not be reasonably requested a condition precedent to closing and Xxxxxxxx shall have 60 days (or such longer period agreed to by the Administrative Agent) following the Closing Date to deliver such control agreement; (vii) a landlord waiver for the Realty at which Xxxxxxxx’x corporate headquarters is located; provided that, including, without limitation, an endorsement to the title insurance policy for each extent Xxxxxxxx is unable to deliver such Mortgagelandlord waiver prior to the date on which all other conditions precedent set forth in this Article IV are satisfied, insuring then the delivery of such amendments landlord waiver shall not be a condition precedent to closing and restatements of the Mortgage as a valid first lien on the Realty, free of Liens other than Permitted Liens Xxxxxxxx shall use commercially reasonable efforts to obtain and deliver such landlord waiver within 60 days (or other exceptions such longer period agreed to title approved and accepted by the Administrative Agent) following the Closing Date; (viiviii) Assignments and Grants of Security Interests for the federally registered Intellectual Property registered in the United States Patent and Trademark Office or the United States Copyright Office referred to in Annexes CD, D E and E F of the Security Agreement, in substantially the form of Exhibits B and C (as applicable) to the Security Agreement, in each case duly completed and executed by each applicable U.S. Credit Party; and; (viiiix) the favorable opinions of (A) Xxxxxxx & XxXxxxx, LLPXxxxx Day, special counsel to the Borrower and its Subsidiaries, (B) Xxxxxxxxx Traurig, LLP, special New York counsel to the Borrower and its Subsidiaries, (C) local counsel to the Credit Parties in such jurisdictions as may be reasonably requested by the Administrative AgentConsolidated Entities, and (DB) local foreign counsel to the applicable Credit Parties in such jurisdictions as may be reasonably requested by (or to the Administrative Agent Agent) in connection with the pledge jurisdiction of Capital Stock organization of any each Foreign SubsidiarySubsidiary Borrower, all in form and substance reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received a certificate, signed by the president, the chief executive officer or the chief financial officer of Xxxxxxxx, dated the Borrower, Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects respects, in each case as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactions, transactions contemplated hereby to occur on the Closing Date and the making of the any initial Loans hereunder and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), ; (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, transactions contemplated hereby to occur on the Closing Date and the making of the any initial Loans hereunder and the application of the proceeds thereof, ; (iii) both immediately before and after giving effect to the consummation of the Transactions, transactions contemplated hereby to occur on the Closing Date and the making of the any initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Effect has occurred since December 31, 20052010, and there exists no event, condition or state of facts that would could reasonably be expected to result in a Material Adverse Effect, ; and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.1 and in Section 4.2 have been satisfied or waived in writing as required hereunder. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary on behalf or officer or director with similar responsibilities of each Credit Party executing any Credit Documents as of the Closing Date, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organizationorganization (if applicable), 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, operating agreement agreement, constitutional documents or similar governing document of such Credit Party, 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 (or similar governing body) of such Credit Party, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer or director of such Credit Party 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 (i) a certificate as of a recent date of the good standing of each Credit Party (other than any Credit Party organized in the United Kingdom or Australia) executing any Credit Documents as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each Credit Party to conduct business as a foreign corporation in each jurisdiction where it is so qualified as of the Closing Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be reasonably satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to the Transactions, all legal, tax and accounting matters relating to the Transactions or to the Borrower and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions as it shall have reasonably requested. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not reasonably acceptable to the Administrative AgentAgent in its reasonable discretion, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, Agreement or any of the other Credit Documents, or the consummation of any of the other Transactions Documents or that could reasonably be expected to have a Material Adverse Effect. (f) Concurrently with the making of any initial Loans hereunder, (i) all principal, interest and other amounts outstanding under Xxxxxxxx’x existing senior credit agreement (collectively, the “Existing Senior Credit Facilities”) and all other Indebtedness of any Consolidated Entity (other than (A) Indebtedness listed on Schedule 8.2 and (B) Indebtedness described on Schedule 4.1(f)) (collectively, the “Terminating Indebtedness”), shall be repaid and satisfied in full and all guarantees by the Consolidated Entities relating thereto extinguished; (ii) all commitments to extend credit under the agreements and instruments relating to the Existing Senior Credit Facilities or any other Terminating Indebtedness shall be terminated; (iii) any Liens securing the Existing Senior Credit Facilities or any other Terminating Indebtedness shall be released and any related filings (including UCC filings, mortgages, and intellectual property filings) terminated of record (or arrangements satisfactory to the Administrative Agent made therefor); and (iv) any letters of credit outstanding under the Existing Senior Credit Facilities or any other Terminating Indebtedness for which any Consolidated Entity is obligated shall have been terminated, canceled or replaced (or, in the case of any Existing Letters of Credit, deemed issued hereunder as of the Closing Date); and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Senior Credit Facilities. (g) The Administrative Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code UCC financing statement that names the Borrower, any Borrower or any of the Borrower’s Domestic their respective U.S. Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to the Foreign Subsidiaries Credit Parties in their jurisdiction of organization, and the results thereof shall be reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, including the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary to perfect the Liens created by hereunder or under the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Administrative Agent for the completion thereof shall have been made. (i) The Borrower Since December 31, 2010, both immediately before and after giving effect to the consummation of the transactions contemplated hereby to occur on the Closing Date and the making of any initial Loans and the application of the proceeds thereof, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (j) Xxxxxxxx shall have paid (i) to the ArrangerArrangers and Xxxxx Fargo, the fees required under the Engagement Letter Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof; (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letters; and (iiiii) all other fees and reasonable expenses of the Arranger, Arrangers and the Administrative Agent and the Lenders required hereunder or under any other Credit Document required to be paid on or prior to the Closing Date (including reasonable fees and out-of-pocket expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactionstransactions contemplated hereby. (jk) The Administrative Agent shall have received (i) copies of the financial statements referred to in Section 5.11(a) and a Financial Condition Certificate), (ii) the Projections, (iii) together with copies of unaudited monthly consolidated financial statements of the Borrower Consolidated Entities through the last day of the month most recently ended prior to the Closing Date for which financial statements of the Consolidated Entities are available. (l) The Administrative Agent shall have received an executed Financial Condition Certificate, attaching copies of the Projections and its Subsidiaries an unaudited consolidated balance sheet of the Consolidated Entities as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries are available and (iv) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the month most recently ended prior to the Closing Date for which financial statements of the Borrower and its Subsidiaries Consolidated Entities are available and for that portion of the current fiscal year then ended, giving showing adjustments on a pro forma basis to give effect to the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactionstransactions contemplated hereby, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”), all of which shall be in form and substance reasonably satisfactory to the Administrative Agent. (km) The Administrative Agent shall have received a solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent, from a Financial Officer of each Foreign Credit Party. (n) The Administrative Agent shall be reasonably satisfied that that, on a pro forma basis after giving effect to the proceeds transactions contemplated hereby, all as if such events had occurred on the date of the Term A-1 LoansPro Forma Balance Sheet, Xxxxxxxx is in partcompliance with the financial covenants set forth in Article VII as of the Closing Date, and the Administrative Agent shall have been applied to prepay in full the revolving loans made received a certificate of a Financial Officer of Xxxxxxxx as to the Borrower under foregoing, together with a completed Covenant Compliance Worksheet and other supporting documentation, all in form and substance satisfactory to the Existing Credit AgreementAdministrative Agent. (lo) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance with respect to the Collateral have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.18 and all other or additional coverages required under the Security Agreement 5.19 and naming the Administrative Agent as loss payee or additional insured (or assignee with respect to business interruption insurance)insured, as its interests may appear. (m) There shall not have occurred any material disruption or material adverse change in, or other condition with respect to, the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the syndication of the credit facilities provided for hereunder. (np) The Administrative Agent shall have received an Account Designation LetterLetter for each Borrower, together with written instructions from an Authorized OfficerOfficer of Xxxxxxxx, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (oq) Each of The Administrative Agent shall have received from each Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and each Lender shall have received such other documentsanti-money laundering rules and regulations, certificates, opinions and instruments in connection with including the transactions contemplated hereby as it shall have reasonably requestedPATRIOT Act.