Common use of Conditions of Initial Loan Clause in Contracts

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty (if any), sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period of the Borrower ended on December 31, 2006, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controller; and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender the Lenders to make its the initial Loan hereunder is subject to satisfaction of the following conditions precedentprecedent and (except for any Notes) in sufficient copies for each Lender: (a) The Receipt by the Administrative Agent’s receipt Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement and the Guaranty (if any)Agreement, sufficient in number for distribution to each Lender, the Administrative Agent, each Lender Agent and the Borrower; (ii) if requested by a Lender, a Note executed by the Borrower in favor of each Lender requesting a NoteBorrower; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyDocuments; (iv) evidence reasonably satisfactory to the Administrative Agent of the capital structure of the Borrower; (v) a long form good standing certificate from the Registrar of Companies for the British Virgin Islands and such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formedformed under the Laws of the British Virgin Islands, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvi) copies of the Borrower Financial Statements; (vii) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx each of Xxxxxxx Xxxxxxx & Xxxxxxxxx LLPXxxxxxxx LLP and Xxxxxxx Xxxx & Xxxxxxx, counsel to the Loan PartiesBorrower, addressed in form and substance satisfactory to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent Lenders and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary)Agents; (viviii) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (viiix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements hereof that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viiix) evidence of the results of searches for Liens and judgments against the Borrower satisfactory to the Collateral Agent; (xi) all applicable “know your customer” and other account opening documentation required by the Administrative Agent to be provided by the Borrower; (xii) a duly completed pro forma Compliance Certificate as of Form U-1 Purpose Statement published by the last day of FRB with respect to the fiscal period of the Borrower ended on December 31, 2006, Loans signed by a Responsible Officer of the Borrower; (ixxiii) evidence that the Issuer Consent Letter duly executed by all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateralparties thereto; (xxiv) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, Personal Guaranty duly executed by each Loan Party and other Persons required to be a party the Guarantor; (xv) the Waiver Letter duly executed by all parties thereto, in appropriate form for recording or filing, where necessary, together with: ; (Axvi) acknowledgment copies of the Letter Agreement duly executed by all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent parties thereto; (for the benefit of the Secured Parties), or other xvii) evidence reasonably satisfactory to the Administrative Agent that there has been filedof (A) the establishment of procedures, registered or recorded (or arrangements made with a reputable filing service satisfactory to filethe Administrative Agent, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens under Section 2.13 of the Administrative Agent (Deposit Agreement allowing for the benefit deposit with the Depositary (as defined in the Deposit Agreement) of ordinary shares of the Secured PartiesCompany purchased by the Borrower under the Subscription Agreement (the “Subscription Shares”), (B) the deposit of the Subscription Shares with the Depositary in accordance with applicable lawsuch procedures; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that issuance by the Depositary of the Pledgor’s ADS registered in the name of the custodian of the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens)Agent representing the Subscription Shares; (xixviii) such other evidence satisfactory to a letter from the Administrative Process Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit confirming its appointment in accordance with Section 10.02(f) and Section 6(b) of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controllerPersonal Guaranty; and (xiiixix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requirerequire due to any event or occurrence that occurs prior to the Closing Date that could be expected to have a Material Adverse Effect. (ib) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date The Collateral Requirement shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paidsatisfied. (c) Unless waived by the Administrative AgentSubject to Section 10.04(a), the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Lenders and the Administrative Agent) Agents to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its a reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it the Agents and the Lenders through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrower, the Lenders and the Administrative AgentAgents). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each the Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLender: (i) executed counterparts of this Agreement and Mortgages with respect to each of the Guaranty (if any)Refinanced Properties, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerBorrowing Agent; (ii) a Note Note, duly executed by the Borrower in favor of each Lender requesting a NoteBorrower; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent Lender may reasonably require to evidence that each Loan Party is duly organized or formed, existing and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Xxxxxxx, Xxxxxx & Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLPP.C., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G D and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders Lender may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower Holdings certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period of the Borrower ended on December 31, 2006, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) a Borrowing Base Certificate, together with the certificates of insurance, naming the Administrative Agent, on behalf dated as of the LendersClosing Date, as an additional insured or loss payeein the form of Exhibit E, as the case may be, under all insurance policies maintained with respect acceptable to the assets and properties of the Loan Parties that constitutes CollateralLender; (x) executed counterparts evidence of the Collateral Documents, including control agreements with respect to the bank and investment accounts filing of the Loan Parties, executed Mortgages reflecting the filing in all places required by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded applicable law to perfect the Liens of the Administrative Agent (for the benefit Lender thereunder as a first priority Lien as to Collateral purported to be granted thereunder, and such other documents and/or evidence of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings actions as may be necessary and advisable under applicable law to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) Lender thereunder as first priority Liens in accordance with applicable law; (B) delivery and to the Administrative Agent of the certificates or instruments representing any pledged such other Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case Lender may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens)require; (xi) an ALTA Lender’s title policy with respect to each of the Refinanced Properties dated as of the date and time of recording each Mortgage thereon, insuring the first lien priority of such other evidence satisfactory Mortgage and reflecting only such title exceptions as are acceptable to the Administrative Agent as it shall require to confirm that Lender, together with all endorsements reasonably requested by the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured ObligationsLender; (xii) certificates attesting Uniform Commercial Code search results showing only those Liens as are acceptable to the Solvency Lender; (xiii) flood certificates for each of each Loan Party before the Refinanced Properties in form and after giving effect substance satisfactory to the entering into by Lender; (xiv) evidence that the Borrower U.S. Bank Facility has been or concurrently with the Closing Date is being terminated and its Subsidiaries of all Liens securing obligations under the Loan Documents and U.S. Bank Facility have been or concurrently with the Transaction Documents to which they Closing Date are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controllerbeing released; and (xiiixv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Lender reasonably may require. (ib) All Any fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent Lender (directly including special counsel in each jurisdiction where a Mortgage is to such counsel if requested by the Administrative Agentbe filed) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative AgentLender). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16May 31, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2005.

Conditions of Initial Loan. The obligation of each Lender the Lenders to make its the initial Loan hereunder (and, for purposes of this Agreement, to make the payment of the Repayment Amount under, and as defined in, the Citibank Agreement) is subject to satisfaction of the following conditions precedentprecedent and (except for any Notes) in sufficient copies for each Lender: (a) The Receipt by the Administrative Agent’s receipt Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement and the Guaranty (if any)Agreement, sufficient in number for distribution to each Lender, the Administrative Agent, each Lender Agent and the Borrower; (ii) if requested by a Lender, a Note executed by the Borrower in favor of each Lender requesting a NoteBorrower; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyDocuments; (iv) evidence reasonably satisfactory to the Administrative Agent of the capital structure of the Borrower, which may be the same evidence presented to Citibank on or prior to the Original Closing Date; (v) a long form good standing certificate from the Registrar of Companies for the British Virgin Islands and such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formedformed under the Laws of the British Virgin Islands, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvi) copies of the Borrower Financial Statements; (vii) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx each of Xxxxxxx Xxxxxxx & Xxxxxxxxx LLPXxxxxxxx LLP and Xxxxxxx Xxxx & Xxxxxxx, counsel to the Loan PartiesBorrower, addressed in form and substance satisfactory to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent Lenders and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary)Agents; (viviii) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (viiix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements hereof that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viiix) a duly completed pro forma Compliance Certificate as evidence of the last day results of the fiscal period of searches for Liens and judgments against the Borrower ended on December 31, 2006, signed satisfactory to the Collateral Agent; (xi) all applicable “know your customer” and other account opening documentation required by a Responsible Officer of the Administrative Agent to be provided by the Borrower; (ixxii) evidence that the Issuer Consent Letter duly executed by all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateralparties thereto; (xxiii) the Personal Guaranty duly executed counterparts by the Guarantor; (xiv) the Waiver Letter duly executed by all parties thereto; (xv) a copy of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, Letter Agreement duly executed by each Loan Party and other Persons required to be a party all parties thereto, in appropriate form for recording or filing, where necessary, together with: ; (Axvi) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence reasonably satisfactory to the Administrative Agent that there has been filedof (A) the establishment of procedures, registered or recorded (or arrangements made with a reputable filing service satisfactory to filethe Administrative Agent, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens under Section 2.13 of the Administrative Agent (Deposit Agreement allowing for the benefit deposit with the Depositary (as defined in the Deposit Agreement) of ordinary shares of the Secured PartiesCompany purchased by the Borrower under the Subscription Agreement (the “Subscription Shares”), which may be the same evidence presented to Citibank on or prior to the Original Closing Date, (B) the deposit of the Subscription Shares with the Depositary in accordance with applicable law; (B) delivery such procedures, which may be the same evidence presented to Citibank on or prior to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) Original Closing Date; and (C) such Lien the transfer by the Depositary of the Pledged ADS to (and judgment searches as registered in the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that name of) the custodian of the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens)Agent; (xixvii) such other evidence satisfactory to a letter from the Administrative Process Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit confirming its appointment in accordance with Section 10.02(f) and Section 6(b) of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controllerPersonal Guaranty; and (xiiixviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requirerequire due to any event or occurrence that occurs prior to the Closing Date that could be expected to have a Material Adverse Effect. (ib) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date The Collateral Requirement shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paidsatisfied. (c) Unless waived by the Administrative AgentSubject to Section 10.04(a), the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Lenders and the Administrative Agent) Agents to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its a reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it the Agents and the Lenders through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrower, the Lenders and the Administrative AgentAgents). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall (to the extent applicable) be (1) originals or telecopies copies (followed promptly by originals) unless otherwise specified, each (2) properly executed by a Responsible Officer of the signing Loan Party, each (3) dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each (4) in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty (if any)Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany; (ii) a Note Notes executed by the Borrower Company in favor of each Lender requesting a NoteNotes; (iii) such certificates a certificate of resolutions the Secretary or other action, incumbency certificates and/or other certificates an Assistant Secretary of Responsible Officers the Company certifying names and true signatures of each Loan Party as officers of the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof Company authorized to act as a Responsible Officer in connection with execute and deliver this Agreement and the Notes and the other Loan Documents documents to which such Loan Party is a partybe delivered hereunder from time to time; (iv) such certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and certifications from the Secretary Notes, including copies of State the certificate of incorporation and bylaws of the Company and a certificate of good standing with respect to the Company dated within 30 days of the Closing Date (or similar, applicable Governmental Authority) such longer period as agreed to by the Administrative Agent may reasonably require in its sole discretion), such certificate to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each be issued by the appropriate officer of the jurisdiction where its ownership, lease or operation of properties or organization of the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectCompany; (v) a favorable customary opinion of (A) Xxxxxx, Xxxxxxxxxx Xxxx & Xxxxxxxxx Xxxxxxxx LLP, special U.S. counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign SubsidiaryCompany, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under Company and the Security Agreement occurring on the Closing Date, Loan Documents as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary)request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that no Default exists on the conditions specified in Sections 4.02(a) and (b) have been satisfied, date hereof; and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period of the Borrower ended on December 31, 2006, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controller; and (xiiivii) such other assurances, certificates, documents, consents or opinions as all Regulatory Information reasonably requested by a Lender at least five (5) Business Days prior to the Administrative Agent or the Required Lenders reasonably may requireClosing Date. (ib) All Any fees required to be paid to the Arrangers, the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid (subject to such limitations as shall have been agreed between the Administrative Agent and the Company) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender to make its initial Credit Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, the Borrower Pledge Agreement, the SIG Holdings Pledge Agreement and the Guaranty (if any)Intercreditor Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, formed and that each Loan Party is validly existing, existing in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization or formation; (v) a favorable opinion of (A) XxxxxxXxxx X. Xxxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, general counsel to the Loan Parties, addressed to substantially in the Administrative Agent and each Lender, as to the matters set forth in form of Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary)E; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party Party, and the validity against such Loan Party Party, of the Loan Documents to which it is a party, party (and such consents, licenses and approvals shall be in full force and effect, ) or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period of the Borrower ended on December 31, 2006, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has Existing Credit Agreements have been obtained and is in effect, together or concurrently with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under Closing Date are being terminated and all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, outstanding obligations thereunder paid in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controllerfull; and (xiiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (ib) All fees required to be The Borrower shall have paid to the Administrative Agent and Agent, the Arranger, the Co-Arranger on or before the Closing Date shall have been paid; and (ii) any Lender all fees required to be paid to the Lenders on or before the Closing Date shall have been paidDate. (c) Unless waived by the Administrative Agent, the The Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its the Administrative Agent's reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16December 31, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2002.

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty (if any)Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyDocuments; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, the general counsel to of the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G D and such other matters concerning the Loan Parties Borrower and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current Debt Ratings; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period of the Borrower ended on December 31, 2006, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained and is in effect, together or concurrently with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral Closing Date is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controllerbeing terminated; and (xiiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (ib) All Any fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender to make its Term Loan and/or initial Revolving Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty (if any)Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyDocuments; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLPXxxx X. Xxxxxxx, counsel to the Loan Parties, Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G E and such other matters concerning the Loan Parties Borrower and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (vi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period of the Borrower ended on December 31, 2006, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requestedabsence of any Material Litigation, and such termination statements or other documents as may be necessary, to confirm that (D) the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controllercurrent Debt Ratings; and (xiiiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (ib) All Any fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) All amounts outstanding under the Existing Credit Agreement shall have been paid in full and the commitments under the Existing Credit Agreement shall been terminated. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16December 31, 20072010. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement and the Guaranty (if any)Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Trust is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G H and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectEffect and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period quarter of the Borrower ended on December 31September 30, 20062012, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controller; and (xiiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (ib) All Any fees required to be paid to the Administrative Agent and or any Lender in connection with this Agreement or the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders Fee Letter on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date that is three Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Subordination Agreement and the Guaranty (if any)Guarantees, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerBorrowers; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party. With respect to the authorizing resolution of the Parent Guarantor, the Parent Guarantor shall deliver to the Administrative Agent a resolution in form and substance satisfactory to the Administrative Agent; (iv) such documents documents, including Organization Documents, and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party Borrower and each of the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Fasken Xxxxxxxxx XxXxxxxx LLP, counsel to the Loan Parties, and such other local counsel opinions requested by the Administrative Agent, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any and such opinion delivery shall be waived with respect to other local counsel opinions requested by the Indian Subsidiary)Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (Aa) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (Bb) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the each Borrower certifying (Aa) that the conditions specified in Sections 4.02(a) and (b) 4.01 have been satisfied, and (Bb) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (c) the current Debt Ratings; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period quarter of the Borrower Parent Guarantor ended on December 31September 30, 20062005, signed by a Responsible Officer of the BorrowerParent Guarantor; (ix) evidence a certificate signed by a Responsible Officer of a Borrower confirming that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controller; and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require; and (xi) the statements required to be delivered pursuant to Section 5.05 hereunder. (ib) All Any fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16December 31, 20072005. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement and the Guaranty (if any)Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Trust is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G H and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectEffect and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period quarter of the Borrower ended on December 31June 30, 20062013, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controller; and (xiiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (ib) All Any fees required to be paid to the Administrative Agent and or any Lender in connection with this Agreement or the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders Fee Letter on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date that is three Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty (if any)Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyDocuments; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLPXxxx X. Xxxxxxx, counsel to the Loan Parties, Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G E and such other matters concerning the Loan Parties Borrower and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (vi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period of the Borrower ended on December 31, 2006, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained and is in effect, together or concurrently with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral Closing Date is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controllerbeing terminated; and (xiiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (ib) All Any fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant to the HSR Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16May 31, 20072005. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, the Guaranty and the Guaranty (if any), sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerFunding Indemnity Letter; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers a secretary or assistant secretary or similar officer of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications from the Secretary of State (or similar, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease of incorporation or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Norton Xxxx Xxxxxxxxx US LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (vi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that (except as may be required by the Reserve Bank of India with respect to the pledge of the Indian Subsidiary under the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying certifying, as of the Closing Date, (A) that the conditions specified representations and warranties of the Loan Parties set forth in Sections 4.02(athe Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality or is limited to a specific date), (B) no Default or Event of Default has occurred and is continuing or, after giving effect to the initial Borrowing contemplated hereunder or the application of proceeds therefrom, immediately would result therefrom; and (b) have been satisfied, and (BC) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to havehave or result in, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief financial officer of the Borrower certifying that each of the Loan Parties (on a consolidated basis with the Subsidiaries), in each case after giving effect to the initial Borrowing contemplated hereunder, the application of the proceeds thereof and the consummation of the other transactions contemplated hereby, is or are Solvent; (ix) a certificate signed by the chief financial officer of the Borrower certifying that immediately after giving pro forma effect to the initial Borrowings, the Borrower shall be in compliance with Section 7.10; (x) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period quarter of the Borrower most recently ended on December 31, 2006prior to the Closing Date, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transaction, from its chief executive officer, chief financial officer, treasurer or controller; and (xiiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) There shall not have occurred (i) All any bankruptcy of any Loan Party, or (ii) any material pending or threatened litigation or other proceeding by or against a Loan Party that has a reasonable likelihood of being adversely determined, and if adversely determined, would reasonably be expected to materially and adversely affect the ability of the Loan Parties as a whole to repay when due the Loans contemplated herein. (c) Any fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the Transaction. (e) The Administrative Agent and each Lender shall have received, in form received all documentation and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying other information that the Transaction Documents have not been altered amended or otherwise changed or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices each such Lender shall have reasonably requested in order to or filings with, any Governmental Authoritycomply with its respective obligations under applicable “know your customer” and anti-money laundering rules and regulations, including pursuant to the HSR Patriot Act, and (B) material approvals and consents of any other Person, required in connection with the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Law. (f) The Administrative Agent shall have received, in form and substance satisfactory to it and the Lenders, (i) an executed counterpart of the Subordination Agreement with the Company, and (ii) a copy of the executed Seller Note. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loan. The obligation of each the Lender to make its the initial Loan hereunder is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the Lender shall have received the following, each dated as of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:unless otherwise specified) (i) the Note duly completed and executed counterparts of this Agreement and the Guaranty (if any), sufficient in number for distribution to the Administrative Agent, each Lender and by the Borrower; (ii) a Note executed certificate, signed by the president, chief financial officer, treasurer or comptroller of the Borrower, in form and substance satisfactory to the Lender, certifying that (a) all representations and warranties of the Borrower contained in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Credit Documents to which such Loan Party is a party; (iv) such documents are true and certifications from correct as of the Secretary of State (or similarClosing Date, applicable Governmental Authority) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, both immediately before and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except after giving effect to the extent that failure initial Loan hereunder and the application of the proceeds thereof, (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to do so could not the initial Loan hereunder and the application of the proceeds thereof, (C) there are no insurance regulatory proceedings pending or, to such individual's knowledge, threatened against any Insurance Subsidiary in any jurisdiction that, if adversely determined, would be reasonably be expected likely to have a Material Adverse Effect, and (D) both immediately before and after giving effect to the consummation of the transactions contemplated by this Agreement, no Material Adverse Change has occurred since December 31, 1996 and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change; (v) a favorable opinion of (A) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; and (B) local counsel to each Foreign Subsidiary, addressed to the Administrative Agent and each Lender, as to such matters concerning the pledge, if any, of each such Subsidiary’s Equity Interests under the Security Agreement occurring on the Closing Date, as the Administrative Agent or the Required Lenders may reasonably request (provided that any such opinion delivery shall be waived with respect to the Indian Subsidiary); (viiii) a certificate of a Responsible Officer the secretary or an assistant secretary of each Loan Party either the Borrower, in form and substance satisfactory to the Lender, certifying (A) attaching copies that attached thereto is a true and complete copy of the certificate of incorporation and all consentsamendments thereto of the Borrower, licenses certified as of a recent date by the Secretary of State of Delaware and approvals required that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in connection with effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance by such Loan Party of this Agreement and the validity against such Loan Party of the Loan other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of the other Credit Documents, and attaching all such consentscopies of the documents described above; and (iv) a favorable opinion of Xxxxx Xxxxx Xxxxxxxxx, licenses General Counsel of the Borrower, addressed to the Lender, in substantially the form of Exhibit E and approvals addressing such other matters as the Lender may reasonably request. (b) The Lender shall have received (i) a certificate as of a recent date of the good standing of each of the Borrower and its Subsidiaries under the laws of its jurisdiction of organization, from the Secretary of State or Insurance Regulatory Authorities (or comparable Governmental Authority) of such jurisdiction, (ii) a certificate as of a recent date of the qualification of the Borrower to conduct business as a foreign corporation, from the Secretary of State of New Jersey, (iii) as to each Insurance Subsidiary, a certificate of compliance as of a recent date, issued by the Insurance Regulatory Authority of its jurisdiction of domicile, and (iv) to the extent not covered under clause (iii) above, and to the extent applicable to each Insurance Subsidiary, certificates of compliance as of a recent date, issued by the insurance Regulatory Authorities of the States of Connecticut, Michigan, New Jersey, New York and Pennsylvania. (c) All legal matters, documentation and corporate or other proceedings incident to the transactions contemplated hereby shall be reasonably acceptable to the Lender; all approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Lender), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effecteffect and the Lender shall have received such copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken 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 (B) stating that (except as may be required by is otherwise related to or arises out of, this Agreement or the Reserve Bank of India with respect to the pledge consummation of the Indian Subsidiary under transactions contemplated hereby, or that, in the Security Agreement) no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer opinion of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfiedLender, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would otherwise be reasonably expected likely to have, either individually or in the aggregate, have a Material Adverse Effect;. (viiid) a duly completed pro forma Compliance Certificate as of the last day of the fiscal period of the Borrower ended on Since December 31, 20061996, signed by a Responsible Officer of the Borrower; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) executed counterparts of the Collateral Documents, including control agreements with respect to the bank and investment accounts of the Loan Parties, executed by each Loan Party and other Persons required to be a party thereto, in appropriate form for recording or filing, where necessary, together with: (A) acknowledgment copies of all UCC-1 financing statements tiled, registered or recorded to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties), or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) in accordance with applicable law; (B) delivery to the Administrative Agent of the certificates or instruments representing any pledged Collateral under any Collateral Documents, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto (provided that any such delivery shall be waived with respect to the Indian Subsidiary) and (C) such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary, to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (xi) such other evidence satisfactory to the Administrative Agent as it shall require to confirm that the Liens granted to the Administrative Agent for the benefit of the Secured Parties) in the Collateral pursuant to the Collateral Documents are valid, perfected, first priority Liens, subject to no other Liens (other than Permitted Liens), securing the Secured Obligations; (xii) certificates attesting to the Solvency of each Loan Party both immediately before and after giving effect to the entering into by the Borrower and its Subsidiaries of the Loan Documents and the Transaction Documents to which they are or are intended to be a party and the making of the initial Loans hereunder and the consummation of the Transactiontransactions contemplated by this Agreement, from its chief executive officer, chief financial officer, treasurer or controller; and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid; and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate there shall not thereafter preclude have occurred any Material Adverse Change or any event, condition or state of facts that could reasonably be expected to result in a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received in sufficient copies for the Lenders, in form and substance satisfactory to it and the Lenders, each (except in the case of clause (iii)) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower; (a) the Audited Financial Statements, (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal periods ended December 31, 2006 and February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows, for the fiscal quarters then ended, (iii) the financial statements of the Company and its Subsidiaries referred to in Section 3.12 of the ‘Transaction Agreement, and (iv) the pro forma balance sheet of and five-year financial statement projections for the Borrower and its Subsidiaries as of and commencing at April 1, 2007, after giving effect to the TransactionMaterial Adverse Change. (e) The Administrative Agent Borrower shall have receivedpaid to the Lender, in form all fees and substance satisfactory to it and the Lenders, a certificate of a Responsible Officer expenses of the Borrower (i) attaching true and complete copies of all Transaction Documents, (ii) certifying that the Transaction Documents have not been altered amended Lender required hereunder or otherwise changed under any other Credit Document to be paid on or supplemented and that no condition therein or provision thereof has been waived in a manner adverse to any Loan Party or the Administrative Agent and the Lenders, (iii) certifying that all (A) material authorizations, consents or approvals of, notices to or filings with, any Governmental Authority, including pursuant prior to the HSR Act, Closing Date (including fees and (Bexpenses of counsel) material approvals and consents of any other Person, required in connection with this Agreement and the Transaction or the execution, delivery and performance of the Transaction Documents, shall have been obtained and remain in full force and effect and that all applicable waiting periods have expired without notice of any action by any Governmental Authority which seeks to restrain, prevent or impose materially adverse conditions upon the Transaction, (iv) certifying that there does not exist (A) any Law, order, decree, judgment, ruling or injunction which could restrain or prevent the consummation of the Transaction in the manner transactions contemplated by the Transaction Documents, and (B) any pending or, to the best knowledge of such Responsible Officers, threatened action, suit, investigation or proceeding relating to the Transaction which seeks or threatens any of the foregoing and (v) certifying that on the Closing Date the Transaction will be consummated in accordance with the •terms of the Transaction Documents and in compliance with applicable Lawhereby. (f) The Administrative Agent Lender shall have receivedreceived an Account Designation Letter, in form and substance satisfactory to it and the Lenders, (i) together with written instructions from an executed counterpart Authorized Officer of the Subordination Agreement with Borrower, including wire transfer information, directing the Company, and (ii) a copy payment of the executed Seller Noteproceeds of the initial Loans to be made hereunder. (g) The Closing Date shall have occurred on or before April 16, 2007. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoother documents, certificates, opinions and instruments as it shall have reasonably requested.