Common use of Conditions Precedent and Conditions Subsequent Clause in Contracts

Conditions Precedent and Conditions Subsequent. 2.1 The Effective Date cannot occur unless: (a) the Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; (b) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances existing at such time; (c) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, no Event of Default, event or circumstance specified in clause 18 (Events of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; and (d) the Facility Agent is satisfied that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur. 2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in 4 ‌ the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed therein in form and substance satisfactory to the Facility Agent. 2.4 Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do not require) the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificate.

Conditions Precedent and Conditions Subsequent. 2.1 The Effective Date cannot occur unless: (a) the Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; (b) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances existing at such time; (c) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, no Event of Default, event or circumstance specified in clause 18 19 (Events of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 17.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 17.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement or Deferral Prepayment Event shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; and (d) the Facility Agent is satisfied that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur. 2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in 4 ‌ the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed therein in form and substance satisfactory to the Facility Agent. 2.4 Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties 4 ‌ authorise (but do not require) the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificate.

Conditions Precedent and Conditions Subsequent. 2.1 The Effective Date cannot occur unless: (a) the Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; (b) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances existing at such time; (c) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, no Event of Default, event or circumstance specified in clause 18 19 (Events of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 17.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment – SACE Insurance Policyprepayment) of the Facility Agreement or Deferral Prepayment Event shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; and (d) the Facility Agent is satisfied that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur. 2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in 4 ‌ the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed therein in form and substance satisfactory to the Facility Agent. 2.4 Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do not require) the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificate.Agent

Conditions Precedent and Conditions Subsequent. 2.1 The Effective Date cannot occur unless: (a) the Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent; (b) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances existing at such time; (c) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, no Event of Default, event or circumstance specified in clause 18 19 (Events of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 17.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 17.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; and (d) the Facility Agent is satisfied that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur. 2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in 4 ‌ the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed therein in form and substance satisfactory to the Facility Agent. 2.4 Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do not require) the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificate.

Conditions Precedent and Conditions Subsequent. 2.1 The Effective Date canNotwithstanding anything contained herein to the contrary, this Agreement shall not occur unless: become effective (except subclauses (b) and (e) of Section 2(b), Sections 2(c), 3, 4 (except the definitions of "Change in Control" and "Intercreditor Agreement") 6, 7, 8, 9, 11, 12 and 14 hereof and the provisions herein necessary to the interpretation of such sections which shall be effective upon satisfaction of (a)(i), (a)(x), (b) and (c) below as of January 28, 2002) until (a) written waiver by the Facility Agent has received (or on completion and prompt delivery to the instructions Agent, as required by the Agent, of all the Lenders, waived receipt of) all each of the documents and other evidence listed in Schedule 2 (Conditions Precedent) following in form and substance satisfactory acceptable to the Facility Agent; : (bi) save executed counterpart signature pages to this Agreement from each Credit Party, the Owner Trustee, the Trustee and the Majority Secured Parties, (ii) payment of the consent and waiver fee set forth in Section 8 of this Agreement in immediately available United States dollars, (iii) the effective or simultaneously effective Lessee Credit Agreement as disclosed in writing amended and restated on January 28, 2002 and each party to such amended and restated Lessee Credit Agreement agreeing to be bound by all of the terms and conditions of the Intercreditor Agreement as amended by the Intercreditor First Amendment, (iv) the effective or simultaneously effective Intercreditor First Amendment executed by each of the parties to the Facility Agent Intercreditor Agreement, (v) the effective Subordinated Debt Documents as of the date hereof in form and SACE prior substance acceptable to the Majority Secured Parties, (vi) the effective or simultaneously effective amendment to the Term Loan Agreement in form and substance acceptable to the Majority Secured Parties, which shall, among other things, (1) permit the Subordinated Debt and the application of the proceeds thereof as contemplated by Section 5 hereof and (2) modify the covenants set forth therein so they are the same as the covenants set forth in the New Facility, (vii) a bring-down Secretary's Certificate from each Credit Party, dated as of the date hereof, (viii) an Officer's Certificate from the Lessee in the form attached to the Participation Agreement as Exhibit C, dated as of the date hereof, (ix) good standing certificates dated on or about the date hereof for each Credit Party in the applicable jurisdiction of organization, (x) executed Joinder Agreements in the form set forth in Exhibit J to the Participation Agreement for each Domestic Subsidiary (including without limitation Acxiom UWS, Ltd.) unless such Joinder Agreement was previously provided with respect to such Domestic Subsidiary (xi) a legal opinion from Lessee's counsel in form and substance acceptable to the Majority Secured Parties covering the enforceability of the New Facility, the Intercreditor First Amendment, the amendment to the Term Loan Agreement, the Subordinated Debt Documents and this Agreement, the representations noncontravention, due authorization and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect other matters relating to the facts Credit Parties or the documents described herein as the Agent shall reasonably request and circumstances existing at (xii) all additional documentation and information as the Agent or its legal counsel, Moore & Van Allen, PLLC, may requesx, (x) txx Xxxxxxed Creditors and the Term Loan Lender (as such time; terms are defined in the Intercreditor Agreement) shall have consented to the issuance of the Subordinated Debt, the application of proceeds of the Subordinated Debt Documents as described in Section 6 and the waiver of the Existing Defaults, (c) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, no Default or Event of Default, event or circumstance specified in clause 18 Default (Events of Defaultexcept the Existing Defaults) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; and continuing, (d) the Facility Agent is satisfied that Lessee's delivery of the Effective Date can occur and has not provided any instructions notice of prepayment in full of the AllState Notes to the contrary informing holders thereof in accordance with the Parties that the Effective Date cannot occur. 2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in 4 ‌ the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all terms of the documents evidencing such AllState Notes, and (e) all proceedings taken in connection with the transactions contemplated by this Agreement and all documentation and other evidence listed therein in form and substance legal matters incident thereto shall be satisfactory to the Facility Agent. 2.4 Other than Agent and its legal counsel, Moore & Van Allen, PLLC. The folloxxxx proxxxxxx xx a condition subsequent to this Agreement and this Agreement shall be deemed to be null and void in the event such condition is not satisfied: by February 15, 2002, the Lessee shall provide written confirmation to the extent Agent that it has received gross cash proceeds for the Majority Lenders notify issuance of the Facility Agent Subordinated Debt in writing to the contrary before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do an amount not require) the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificateless than $150,000,000.

Conditions Precedent and Conditions Subsequent. 2.1 The Effective Date canNotwithstanding anything contained herein to the contrary, this Agreement shall not occur unless: become effective until (a) completion and delivery to the Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all each of the documents and other evidence listed in Schedule 2 (Conditions Precedent) following in form and substance acceptable to the Agent: (i) executed counterpart signature pages to this Agreement from each Credit Party, the Owner Trustee, the Trustee and the Majority Secured Parties, (ii) the waiver fee described in Section 12 of this Agreement in immediately available United States dollars, (iii) a bring-down Secretary's Certificate from each Credit Party, dated as of the date hereof, (iv) an Officer's Certificate from the Lessee in the form attached to the Participation Agreement as Exhibit C, dated as of the date hereof (v) good standing certificates dated on or about the date hereof for each Credit Party in the applicable jurisdiction of organization, (vi) executed Joinder Agreements in the form set forth in Exhibit J to the Participation Agreement for each Domestic Subsidiary (including without limitation Acxiom/May & Speh, Inc.) unless such Joinxxx Agreement was previously provided with respect to such Domestic Subsidiary and (vii) all additional documentation and information as the Agent or its legal counsel, Moore & Van Allen, PLLC, may xxxxest, (x) xxx proceedings taken in connection with the transactions contemplated by this Agreement and all documentation and other legal matters incident thereto shall be satisfactory to the Facility Agent; Agent and its legal counsel, Moore & Van Allen, PLLC, (bc) save as disclosed xxxxutixx, xxxxxery and effectiveness of the following including the terms stated below and otherwise in writing form and substance acceptable to the Facility Agent and SACE prior Majority Secured Parties an amendment dated as of the date hereof among certain of the parties to the date of this Agreement, Lessee Credit Agreement which permanently waives the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made Existing Defaults with respect to the facts and circumstances existing at such time; (c) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Lessee Credit Agreement, no Event reduces the commitments under the Lessee Credit Agreement to $265,000,000, prohibits the use of Default, event advances under the Lessee Credit Agreement for the purposes of paying amounts owing under the Equity Forward Agreement or circumstance specified any refinancing thereof or for any other use not in clause 18 (Events of Default) the ordinary course of the Facility Agreement which would (with Lessee's business and amends the expiry of financial covenants in a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; and (d) the Facility Agent is satisfied that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur. 2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in 4 ‌ the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed therein in form and substance manner satisfactory to the Facility Agent. 2.4 Other than Majority Secured Parties ("First Amendment to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do not require) the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificate.Lessee Credit Agreement"

Conditions Precedent and Conditions Subsequent. 2.1 The (A) Subject to Clause 2 (Effective Date canDate), this Deed shall not occur unless: (a) be effective unless and until the Retiring Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedentprecedent) in form and substance satisfactory to the Facility Agent; (b) save as disclosed in writing to the Retiring Facility Agent and SACE prior to the date of this Agreement, the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances existing at such time; (c) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, no Event of Default, event or circumstance specified in clause 18 (Events of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; and (d) the Facility Agent is satisfied that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur. 2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in 4 ‌ the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or acting on the instructions of all the Continuing Lenders and all the New Lenders), or their delivery has otherwise been waived by the Retiring Facility Agent (acting on the instructions of all the Continuing Lenders and all the New Lenders). (B) The Retiring Facility Agent shall send the notice confirming that the Effective Date nominated by it has occurred to each party to this Deed as soon as reasonably practicable following receipt ofof the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Retiring Facility Agent (acting on the instructions of all the Continuing Lenders and all the New Lenders), or their delivery has otherwise been waived by the Retiring Facility Agent (acting on the instructions of all the Continuing Lenders and all the New Lenders). (C) On or immediately after the Effective Date: (i) the Successor Security and Intercreditor Agent shall duly execute the Supplemental Charge over Shares in KEH; and (ii) the Original Borrower shall deliver to the Successor Facility Agent all of the documents and other evidence listed therein in Schedule 3 (Conditions subsequent) in form and substance satisfactory to the Facility Agent. 2.4 Other than to the extent that the Majority Lenders notify the Successor Facility Agent in writing to (acting on the contrary before instructions of all the Continuing Lenders and all the New Lenders), unless their delivery has otherwise been waived by the Successor Facility Agent provides (acting on the certificate described in Clause 2.2 above, instructions of all the Creditor Parties authorise (but do not require) Continuing Lenders and all the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificateNew Lenders).

Conditions Precedent and Conditions Subsequent. 2.1 4.1 The Effective Date cannot occur unless: (a) the Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all agreement of the Bank contained in Clause 3 shall be expressly subject to the condition that the Borrower shall have paid to the Bank on 29/10/2010 the 12th instalment referred to in Clause 7.1 of the Original Loan Agreement amounting to United States Dollars five hundred and fifty thousand (USD 550,000) and the Extension/ Restructuring Fee and that the Bank shall have received the following documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility AgentBank and its legal advisors on or before 29 October 2010: (a) In the case of the Borrower, the Corporate Guarantor, the Additional Corporate Guarantor, the Second Additional Corporate Guarantor and/or the Manager: (i) a recent certificate of good standing in relation to of the Borrower, the Corporate Guarantor, the Additional Corporate Guarantor, the Second Additional Corporate Guarantor and/or the Manager issued by the relevant authorities of the country of its incorporation together with certified copies of the Articles of Incorporation (or equivalent documents) and all amendments thereto and any other documents required to be filed or registered or issued under the laws of the country of its respective incorporation to establish the incorporation and/or good standing (as the case may be) of each of the Borrower, the Corporate Guarantor, the Additional Corporate Guarantor, the Second Additional Corporate Guarantor and/or the Manager under the laws of such country; (ii) certified and duly legalised copies of resolutions passed at a meeting of the Board of Directors of, and of the resolutions passed at a meeting of the Shareholders of the Borrower, the Corporate Guarantor, the Additional Corporate Guarantor, the Second Additional Corporate Guarantor and/or the Manager evidencing approval to the variation of the Loan Agreement pursuant to Clause 5 and the execution of all documents contemplated hereby to which each of the Borrower, the Corporate Guarantor, the Additional Corporate Guarantor, the Second Additional Corporate Guarantor and/or the Manager is a party and authorising appropriate officers or attorneys to execute the same and to sign any other documents, notices, letters or other communications required to be given by it pursuant hereto and thereto or other evidence of such approvals and authorisations as shall be acceptable to the Bank; (iii) the original of a duly legalised power(s) of attorney issued by each of the Borrower, the Corporate Guarantor, the Additional Corporate Guarantor, the Second Additional Corporate Guarantor and/or the Manager, pursuant to the resolutions referred to in Clause 4.1 (a)(ii); (iv) a list (certified by the Secretary or a Director or other appropriate officer of the the Borrower, the Corporate Guarantor, the Additional Corporate Guarantor, the Second Additional Corporate Guarantor and/or the Manager to be true and complete) of the directors and officers (together with signature specimen) of each of them stating also the authorised and issued capital and the number, value and type of shares, the names of the shareholders and the number of shares held by each; (v) copies of all governmental and other consents, licenses, approvals and authorisations as may be necessary to authorise the performance by the Borrower, the Corporate Guarantor, the Additional Corporate Guarantor, the Second Additional Corporate Guarantor and/or the Manager of their respective obligations under those of this Third Supplemental Agreement and the Additional Security Documents to which each of the above entities is a party and the execution, validity and enforceability of this Third Supplemental Agreement and the Additional Security Documents; (b) save as disclosed in writing the Additional Security Documents together with all items and documents to the Facility Agent and SACE prior to the date of this Agreement, the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances existing at such timebe delivered pursuant thereto; (c) evidence that the Vessel continues to be: (i) duly and permanently registered in the name of the Additional Corporate Guarantor under the Mxxxxxxx Islands flag; (ii) in the absolute and unencumbered ownership of the Additional Corporate Guarantor save for the Mortgage and save as disclosed contemplated by this Third Supplemental Agreement and continues to trade in writing full compliance with all applicable laws; (iii) managed by the Manager pursuant to the Facility Agent and SACE prior to the date of this Agreement, no Event of Default, event or circumstance specified in clause 18 (Events of Default) terms of the Facility Agreement relevant management agreement copy of which would (with will have been delivered to and approved by the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment of the Facility Agreement pursuant to this Agreement; andBank. (d) evidence that the Additional Corporate Guarantor and the Manager are in current compliance with the requirements of the International Management Code for the Safe Operation of Ships and for Pollution Prevention (as adopted by the International Maritime Organisation as Resolution A.741 (18) (the "ISM Code"); (e) evidence that the Additional Corporate Guarantor and the Manager are in current compliance with the provisions of the International Ship and Port Facilities Security (ISPS) Code and the other respective amendments of SOLAS and will maintain at all times throughout the Facility Agent is satisfied Period a valid International Ship Security Certificate (ISSC) in respect of the Vessel and all other valid certificates evidencing compliance with this Clause; (f) confirmation from the relevant insurance brokers that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur. 2.2 Upon fulfilment or waiver interest of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties Bank as Mortgagee and SACE with a copy Assignee of the executed Vessel has been duly endorsed; (g) updated class maintenance certificate in 4 ‌ issued by the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all classification society of the documents and other evidence listed therein in form and substance Vessel which will be at all terms satisfactory to the Facility Agent.Bank; 2.4 Other than (h) evidence that the person(s) referred to in Clause 25 of the Loan Agreement has accepted his/their appointment as Process Agent (antiklitos); (i) such favourable legal opinions from lawyers acceptable to the extent Bank and its legal advisors on such matters concerning the laws of the Republic of the Mxxxxxxx Islands, the Republic of Liberia and such other relevant jurisdiction as the Bank shall require; (j) evidence that the Majority Lenders notify Bank has received the Facility Agent in writing amount required for settlement of the fees and costs relating to the contrary before the Facility Agent provides the certificate described in Clause 2.2 aboveexecution of this Third Supplemental Agreement and all other documents contemplated hereby including those relating to all necessary filings, the Creditor Parties authorise (but do not require) the Facility Agent to execute registrations and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificatelegalisations thereof.

Conditions Precedent and Conditions Subsequent. 2.1 (a) The Effective obligation of Lender to agree to the consolidation of Term Loans 1, 2 and 3 as described herein is subject to the satisfaction of or waiver by the Lender on or before the Closing Date cannot occur unlessof the following conditions precedent: (ai) Lender will have received each of the Facility Agent has received (or agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the instructions closing document list attached hereto as Schedule 9 (the "Closing Document List"). (ii) Except as disclosed in Schedule 7(d), since December 31, 2001, no event has occurred which has had or could reasonably be expected to have a Material Adverse Effect, as determined by Lender in its sole discretion. (iii) Lender will have received payment in full of all fees and expenses payable to it by Borrower on or before the LendersClosing Date. (iv) Lender will have received unqualified, waived receipt of) all audited financial statements of the documents Borrower for the Fiscal Year ending December 31, 2001, and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance any unaudited financial statements issued prior to the Effective Date which are satisfactory to the Facility AgentLender; (bv) save Borrower will provide to Lender evidence of operating permits, leases, licenses and other documents , including construction budgets of any new or proposed gaming operation and actual expenditures as disclosed they become available. (vi) Borrower will provide evidence sufficient to Lender, that Borrower has paid all finders fees and brokerage fees in writing to the Facility Agent and SACE prior to the date of this Agreement, the connection herewith. (vii) All representations and warranties contained in Clause 3 (Representations) are this Agreement and the Related Agreements will be true and correct on, on and as ofof the date of such request, each such time as if each was made with respect then made, other than representations and warranties that relate solely to the facts and circumstances existing at such timean earlier date; (cviii) save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, no No Default or Event of DefaultDefault has occurred, event or circumstance specified in clause 18 (Events of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment making of the Facility requested advance on the Loan, which has not been waived; (ix) Since the date of the most recent audited financial statement delivered to Lender, except as disclosed in Schedule 7(d), no event has occurred which has had or could reasonably be expected to have a Material Adverse Effect determined by Lender in its sole discretion; (x) The Lender shall have received all necessary approvals of The Toronto Stock Exchange, if any, and shall have fully complied with all applicable securities laws to permit the entering into of this Agreement by the parties and the issuance of the Common Shares pursuant to this AgreementAgreement and the Convertible Amount. The cost to obtain any such approvals shall be the sole responsibility of Borrower; and (dxi) Borrower shall have delivered to Lender on or before October 30, 2002, written consent by the Board of Directors of International Thunderbird Gaming (Panama) Corporation ("INB Panama") of the pledging of Borrower's shares of INB Panama and agreement to accept Lender's rights under the Pledge Agreement. (xii) Borrower shall have delivered to Lender by December 26, 2002, satisfactory verification that the Panama Gaming Board has approved this Agreement and the Pledge Agreement without change or modification. (b) The Borrower delivers to Lender (i) an Officer's Certificate from its President attaching a certified copy of a duly adopted resolution from the Board of Directors of Borrower approving this Agreement and the Related Agreements and certifying that the representations and warranties of Borrower made herein are true and correct as of the date of the advance and that no default or Event of Default has occurred as of the date of the advance and (ii) the Facility Agent is satisfied that Pledge Agreement and all documents and instruments necessary to perfect a first priority security interest in the Effective Date can occur and has not provided any instructions assets pledged pursuant to the contrary informing the Parties that the Effective Date cannot occurPledge Agreement. 2.2 Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties and SACE with a copy of the executed certificate in 4 ‌ the form set out in Schedule 4 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties. 2.3 Within the time period set out in Schedule 3 (Conditions Subsequent), the Facility Agent shall have received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed therein in form and substance satisfactory to the Facility Agent. 2.4 Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do not require) the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificate.