Common use of Conditions of Loans Clause in Contracts

Conditions of Loans. 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 will be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) Notes executed by the Company in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company 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 Notes; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed, and that the Company is validly existing and in good standing in its jurisdiction of incorporation; (v) favorable opinions of a vice president and assistant general counsel of the Company and DLA Piper US, LLP, special outside counsel to the Company, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company and the validity against the Company of the Loan Documents, and such consents, licenses and approvals will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Fixed Charge Coverage Ratio as of July 1, 2007; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on July 1, 2007, signed by a Responsible Officer of the Company; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date will have been paid. (c) Unless waived by the Administrative Agent, the Company will have paid all fees, charges and disbursements of counsel to 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 will 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 will not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). (d) The Closing Date will have occurred on or before August 15, 2007. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement will 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 will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Loans. 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 will shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the CompanyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the CompanyBorrower; (ii) Notes a Note executed by the Company Borrower in favor of each Lender requesting Notesa Note at least three Business Days prior to the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the secretary of the Company 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 Notesother Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed, and that the Company is validly existing and in good standing in its jurisdiction of incorporation; (v) favorable opinions of a vice president and assistant general counsel of the Company and DLA Piper US, LLP, special outside counsel to the Company, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company and the validity against the Company of the Loan Documents, and such consents, licenses and approvals will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company Borrower certifying and attaching thereto as being valid and in full force and effect the following: (i) its charter (or similar formation document) and any amendments thereto, certified by the appropriate Governmental Authority, (ii) its bylaws (or similar governing document) and any amendments thereto and (iii) its good standing or similar certificates evidencing that the Borrower is validly existing, in good standing and qualified to engage in business in the State of Delaware and 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 Xxxxx Day, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender and addressing such matters concerning the Borrower and the Loan Documents as the Lenders may reasonably request; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified following representations and warranties are true as of the Closing Date: (1) the representations and warranties made by or with respect to the Parent in the Transaction Agreement to the extent, but only to the extent, that Xxxxxxx or the Merger Sub has the right to terminate its obligations under the Transaction Agreement as a consequence of a breach of any such representations or warranties and (2) the representations and warranties of the Borrower set forth in Sections 4.02(a5.01, 5.02 (excluding clause (b)(i) thereof), 5.03, 5.04, 5.14 and (b) have been satisfied 5.16 hereto; (B) that there has been since June 30, 2007, no event or circumstance since the date of the Audited Financial Statements condition has occurred that has had or could be reasonably expected to haveexpected, either individually or in the aggregate, to result in a Material Adverse Effect“Coffee Business MAE” (as defined in the Transaction Agreement); (C) that the Parent has conveyed, or caused the conveyance of, the “Folgers Assets” (as defined in the Separation Agreement) (other than the “Brazilian Assets” as defined in the side letter agreement dated the date hereof and executed by the Parent, the Borrower, Xxxxxxx and Merger Sub) to the Borrower in accordance with Section 1.2 of the Separation Agreement; and (CD) subject to Section 1.03(d), a calculation of the Consolidated Fixed Charge Coverage Leverage Ratio as of July 1June 30, 20072008; (vii) a certificate attesting to the Solvency of the Borrower before and after giving effect to the Transaction, from a responsible financial officer; (viii) a duly completed Compliance Certificate as copies of each of the last day of Related Documents executed on or prior to the fiscal quarter of Closing Date, duly executed by the Company ended on July 1parties thereto, 2007together with all agreements, signed by a Responsible Officer of instruments and other documents delivered in connection therewith as the CompanyAdministrative Agent shall request; and (ix) such other assurancesno fewer than five Business Days prior to the Closing Date, certificates, documents, consents or opinions as documentation and information regarding the Administrative Agent or the Required Lenders reasonably may requireBorrower required to be delivered in order to comply with Section 10.18 hereto and applicable Anti-Terrorism Laws. (b) Any After giving effect to the transactions contemplated hereby, neither the Borrower nor any of its Subsidiaries shall have outstanding any Indebtedness or preferred stock, other than (i) Indebtedness incurred pursuant to the Loan Documents and (ii) other Indebtedness listed on Schedule 7.03. (c) No litigation shall be pending or threatened that restrains, enjoins or otherwise prohibits the ability of the Borrower to enter into this Agreement or the other Loan Documents or that restrains, enjoins or otherwise prohibits the Lenders from entering into or consummating the financing contemplated hereby. (d) (i) All fees required to be paid to the Administrative Agent, the Syndication Agent and the Arrangers on or before the Closing Date will 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. (ce) Unless waived by the Administrative Agent, the Company will 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 and delivered to the Borrower prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as will 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 will shall not thereafter preclude a final settling of accounts between the Company Borrower and the Administrative Agent). (d) The Closing Date will have occurred on or before August 15, 2007. Without limiting the generality of the provisions of the last sentence of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement will 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 will shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Loans. 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 Agent shall have received all of the following, in the case of each of which will certificate or opinion to be originals or telecopies (followed promptly by originals) unless otherwise specifiedprovided, each properly executed by a Responsible Officer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) or, if another date is expressly provided, such other date, and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this AgreementAgreement executed by the Borrower and each Lender, sufficient in number for distribution to the Administrative Agent, each Lender and the CompanyBorrower; (ii) Notes a Note executed by the Company Borrower in favor of each Lender requesting Notesa Note; (iii) such certificates certificate of resolutions or other action, incumbency certificates certificate and/or other certificates of Responsible Officers of the Company 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 Notesother Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company Borrower is duly organized or formed, and that the Company Borrower is validly existing and existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of incorporationproperties 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 opinions opinion of a vice president and assistant general counsel of the Company and DLA Piper USVxxxxx & Exxxxx L.L.P., LLP, special outside counsel to the CompanyBorrower, substantially in the form of Exhibit F, in form and substance satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate; (vi) a certificate of a Responsible Officer of the Company Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company Borrower and the validity against the Company Borrower of the Loan DocumentsDocuments to which it is a party, and such consents, licenses and approvals will shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Fixed Charge Coverage Ratio as of July 1, 2007; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of the Company Borrower ended on July 1November 30, 2007, signed by a Responsible Officer of the CompanyBorrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) the Initial Financial Statements; and (ixx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Majority Lenders reasonably may require. (b) Any fees required to be paid on The Borrower shall have a Rating from at least one Rating Agency of BBB- or before the Closing Date will have been paidbetter. (c) Unless waived by the Administrative Agent, the Company will Borrower shall have paid all fees, charges and disbursements of counsel to 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 will 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 will shall not thereafter preclude a final settling of accounts between the Company Borrower and the Administrative Agent). (d) The Closing Date will have occurred on or before August 15, 2007. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed executed and delivered this Agreement will 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 will shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Loans. The obligation obligations of each Lender the Lenders to make its initial Loan any Loans hereunder is on or subsequent to the Closing Date are subject to the satisfaction of the following conditions precedentconditions: (a) The Administrative Agent’s receipt of the followingAgent shall have received a Borrowing Notice or an Interest Rate Selection Notice, each of which will be originals if applicable, if required by Article II or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the CompanyArticle III; (ii) Notes executed by the Company in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company 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 Notes; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed, and that the Company is validly existing and in good standing in its jurisdiction of incorporation; (v) favorable opinions of a vice president and assistant general counsel of the Company and DLA Piper US, LLP, special outside counsel to the Company, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company and the validity against the Company of the Loan Documents, and such consents, licenses and approvals will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) the Agent shall have been satisfied (B) that there has been no event or circumstance since received a Borrowing Base Certificate dated as of the date of the Audited Financial Statements that has had or could be reasonably expected to haverequest for such Loan, either individually or in the aggregateexecuted by an Authorized Representative, a Material Adverse Effect; which Borrowing Base Certificate shall include all appropriate exhibits and (C) a calculation of the Consolidated Fixed Charge Coverage Ratio as of July 1, 2007attachments; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on July 1, 2007, signed by a Responsible Officer of the Company; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date will have been paid. (c) Unless waived the Agent shall have received evidence of the filing or recordation, as applicable, of (i) Uniform Commercial Code financing statements reflecting the filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral relating to Projects in the Borrowing Base as of the date of such Loan in which a security interest may be perfected by the Administrative Agentfiling of financing statements, (ii) with respect to any Lease Project to be included in the Company will have paid all feesBorrowing Base as of the date of such Loan, charges and disbursements each Mortgage in the place or places required by applicable law to perfect the Liens of counsel to the Administrative Agent to the extent invoiced prior to or under such Mortgage as a first priority Lien on the Closing Datereal property reflected in such Mortgage, plus such additional amounts (iii) with respect to any Lease Project to be included in the Borrowing Base as of the date of such feesLoan, charges and disbursements each Assignment of Leases in the place or places required by applicable law to perfect the Liens of the Agent in the Collateral reflected in such Assignment of Leases, (iv) with respect to any Mortgage Project to be included in the Borrowing Base as will constitute its reasonable estimate of the date of such feesLoan, charges and disbursements incurred each Assignment Agreement in the place or places required by applicable law to be incurred by it through perfect the closing proceedings (provided that such estimate will not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). (d) The Closing Date will have occurred on or before August 15, 2007. Without limiting the generality Liens of the provisions Agent in the Collateral reflected in such Assignment Agreement, and (v) such other documents and/or evidence of Section 9.04, for purposes other actions as may be necessary under applicable law to perfect the Liens of determining compliance with the conditions specified Agent under the Security Instruments as a first priority Lien in this Section 4.01, each Lender that has signed this Agreement will be deemed and to have consented to, approved or accepted or to be satisfied with, each document or such other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Collateral as the Administrative Agent will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.may require;

Conditions of Loans. The obligation of each Lender to make its initial Loan hereunder as part of the Borrowing on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which will shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the CompanyBorrower (unless otherwise specified), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the CompanyBorrower; (ii) Notes a Note executed by the Company Borrower in favor of each Lender requesting Notesa Note; (iii) the Guaranty executed by the Guarantor; (iv) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company Borrower and the Guarantor 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 Notesother Loan Documents; (ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is Borrower and the Guarantor are duly organized or formed, and that the Company is Borrower and the Guarantor are validly existing and existing, in good standing and qualified to engage in its business in each jurisdiction where the conduct of incorporationtheir business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (vvi) favorable opinions of a vice president in-house counsel and assistant general counsel of the Company and DLA Piper US, Xxxxxxxx & Xxxxxxxx LLP, special outside each counsel to the CompanyBorrower, with respect to the Borrower and the Guarantor, and Xxx Xxxxxx LLP, Connecticut counsel to the Guarantor, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company and the validity against the Company of the Loan Documents, and such consents, licenses and approvals will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate (which certificate shall be true and correct) signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Sections 4.02(a4.01(d) and (be) have been satisfied satisfied, (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; and (C) a calculation the current Debt Ratings; and (D) that the Borrower has Closing Date Liquidity of the Consolidated Fixed Charge Coverage Ratio as of July 1, 2007not less than $500,000,000; (viii) a duly completed Compliance Certificate as of evidence that the last day of Existing Credit Agreement has been or concurrently with the fiscal quarter of Closing Date is being terminated and repaid in full and all Liens securing obligations under the Company ended on July 1, 2007, signed by a Responsible Officer of Existing Credit Agreement have been or concurrently with the Company; andClosing Date are being released; (ix) evidence of the repayment of intercompany Debt owing by the Borrower to certain of its Subsidiaries (which Debt is described on Schedule 4.01) in an aggregate amount that causes such intercompany Debt not to exceed $500,000,000; (x) evidence that the intercompany Debt owing by the Borrower or the Guarantor to ING Groep N.V. or any of its Subsidiaries (other than the 42 Subsidiaries of the Borrower) (A) has been converted to common equity of the Borrower or the Guarantor or (B) to the extent such Debt remains outstanding, has been amended or modified to have a stated maturity date occurring after the second anniversary of the Maturity Date and otherwise has terms and conditions substantially similar to the terms and conditions of such Debt prior to the amendment or modification thereof that extends the stated maturity date thereof; (xi) evidence that Debt Ratings are not less than BBB- from S&P and not less than Baa3 from Xxxxx’x (and if such rating is BBB- from S&P or Baa3 from Xxxxx’x, that neither is on negative watch); (xii) the Audited Financial Statements; (xiii) such other customary assurances, certificates, documents, documents or consents or opinions as the Administrative Agent or the Required Lenders may reasonably may require. (b) Any fees required to be paid on or before the Closing Date will pursuant to the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, the Company will 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 two (2) Business Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as will 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 will shall not thereafter preclude a final settling of accounts between the Company Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects). (e) On the Closing Date, no Default shall exist, or would result from the Borrowing or from the application of the proceeds thereof. (f) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (g) The Closing Date will shall have occurred on or before August 15April 30, 20072012. The Loan Notice submitted with respect to the Borrowing on the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(d) and (e) have been satisfied on and as of the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement will 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 will shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Loans. The obligation of each Lender to make its initial Loan hereunder as part of the Borrowing on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which will shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the CompanyBorrower (unless otherwise specified), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the CompanyBorrower; (ii) Notes a Note executed by the Company Borrower in favor of each Lender requesting Notesa Note; (iii) the Guaranty executed by the Guarantor; (iv) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company Borrower and the Guarantor 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 Notesother Loan Documents; (ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is Borrower and the Guarantor are duly organized or formed, and that the Company is Borrower and the Guarantor are validly existing and existing, in good standing and qualified to engage in its business in each jurisdiction where the conduct of incorporationtheir business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (vvi) favorable opinions of a vice president in-house counsel and assistant general counsel of the Company and DLA Piper US, Xxxxxxxx & Xxxxxxxx LLP, special outside each counsel to the CompanyBorrower, with respect to the Borrower and the Guarantor, and Xxx Xxxxxx LLP, Connecticut counsel to the Guarantor, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company and the validity against the Company of the Loan Documents, and such consents, licenses and approvals will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate (which certificate shall be true and correct) signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Sections 4.02(a4.01(d) and (be) have been satisfied satisfied, (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; and (C) a calculation the current Debt Ratings; and (D) that the Borrower has Closing Date Liquidity of the Consolidated Fixed Charge Coverage Ratio as of July 1, 2007not less than $500,000,000; (viii) a duly completed Compliance Certificate as of evidence that the last day of Existing Credit Agreement has been or concurrently with the fiscal quarter of Closing Date is being terminated and repaid in full and all Liens securing obligations under the Company ended on July 1, 2007, signed by a Responsible Officer of Existing Credit Agreement have been or concurrently with the Company; andClosing Date are being released; (ix) evidence of the repayment of intercompany Debt owing by the Borrower to certain of its Subsidiaries (which Debt is described on Schedule 4.01) in an aggregate amount that causes such intercompany Debt not to exceed $500,000,000; (x) evidence that the intercompany Debt owing by the Borrower or the Guarantor to ING Groep N.V. or any of its Subsidiaries (other than the Subsidiaries of the Borrower) (A) has been converted to common equity of the Borrower or the Guarantor or (B) to the extent such Debt remains outstanding, has been amended or modified to have a stated maturity date occurring after the second anniversary of the Maturity Date and otherwise has terms and conditions substantially similar to the terms and conditions of such Debt prior to the amendment or modification thereof that extends the stated maturity date thereof; (xi) evidence that Debt Ratings are not less than BBB- from S&P and not less than Baa3 from Xxxxx’x (and if such rating is BBB- from S&P or Baa3 from Xxxxx’x, that neither is on negative watch); (xii) the Audited Financial Statements; (xiii) such other customary assurances, certificates, documents, documents or consents or opinions as the Administrative Agent or the Required Lenders may reasonably may require. (b) Any fees required to be paid on or before the Closing Date will pursuant to the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, the Company will 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 two (2) Business Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as will 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 will shall not thereafter preclude a final settling of accounts between the Company Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects). (e) On the Closing Date, no Default shall exist, or would result from the Borrowing or from the application of the proceeds thereof. (f) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (g) The Closing Date will shall have occurred on or before August 15April 30, 20072012. The Loan Notice submitted with respect to the Borrowing on the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(d) and (e) have been satisfied on and as of the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement will 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 will shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Loans. The obligation obligations of each Lender to make its initial Loan hereunder is subject to satisfaction of Loans from and after the Closing Date shall not become effective until the date on which the following conditions precedent: (a) The Administrative Agent’s receipt shall have been satisfied, and Lender shall have received all of the following, each of which will be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, 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: (ia) executed counterparts Executed originals of each of this Agreement, sufficient in number for distribution to the Administrative AgentNotes, each Lender the Security Documents, the Landlords' Disclaimer and Consent Agreements, the Collateral Information Certificate, the Subordination Agreements and the Company; Guaranty Agreements (ii) Notes executed by collectively, the Company in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company 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 Notes; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed, and that the Company is validly existing and in good standing in its jurisdiction of incorporation; (v) favorable opinions of a vice president and assistant general counsel of the Company and DLA Piper US, LLP, special outside counsel to the Company, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate; (vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company and the validity against the Company of the Loan Documents, and such consents, licenses and approvals will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Fixed Charge Coverage Ratio as of July 1, 2007; (viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on July 1, 2007, signed by a Responsible Officer of the Company; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require"CLOSING DOCUMENTS"). (b) Any fees required to be paid on or before A favorable opinion of counsel for Borrower and Guarantors, dated the Closing Date will have been paidDate, addressed to Lender, in substantially the form of EXHIBIT C. Such legal opinion shall cover such #489771 v4 - SEAENA Credit Agreement (V5) 20 other matters incident to the transactions contemplated by this Agreement as Lender may reasonably require. (c) Unless waived by A certified copy of the Administrative Agent, resolutions of the Company will have paid all fees, charges and disbursements Board of counsel to the Administrative Agent to the extent invoiced prior to or on Directors of Borrower evidencing approval of each of the Closing Date, plus such additional amounts of such fees, charges and disbursements as will constitute its reasonable estimate of such fees, charges and disbursements incurred or Documents to be incurred by it through the closing proceedings (provided that such estimate will not thereafter preclude which Borrower is a final settling of accounts between the Company party and the Administrative Agent)other matters contemplated hereby and thereby, and a certified copy of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect thereto. (d) The Closing Date will have occurred on or before August 15, 2007. Without limiting the generality A certificate of the provisions Secretary of Section 9.04, for purposes Borrower which shall certify the names and true signatures of determining compliance with the conditions specified in this Section 4.01, officers of Borrower authorized to sign each Lender that has signed of the Closing Documents to which Borrower is a party and the other documents or certificates to be delivered pursuant to this Agreement will be deemed to have consented toby Borrower or any of its officers. (i) A certificate of good standing from the Secretary of State of the state of Borrower's incorporation and of each jurisdiction in which Borrower does business as a foreign corporation, approved or accepted or to be satisfied with(ii) a copy of the certificate of incorporation of Borrower certified by the Secretary of State of the state of Borrower's incorporation, each document or other matter required thereunder to be consented to or approved and (iii) a copy of the By-laws of Borrower certified by or acceptable or satisfactory to a Lender unless the Administrative Agent will have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoSecretary of Borrower.