Common use of Conditions Precedent to Initial Borrowing Clause in Contracts

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the conditions precedent that (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent shall have received on or before the Closing Date the following, each dated as of the Closing Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (a) The Notes payable to the order of the Banks, respectively. (b) Certified copies of (i) the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes. (c) Signed copies of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificate. (d) A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto. (f) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx, counsel for the Agent, in substantially the form of Exhibit F hereto.

Conditions Precedent to Initial Borrowing. The obligation obligations of each Bank the Lenders to make its initial Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is Loans shall be subject to the conditions precedent that (i) an officer satisfaction or due waiver in accordance with Section 12.1 of each of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated following conditions precedent, except as of December 7, 2000, as amended, otherwise agreed between the Company Borrower and Henkel, and the Administrative Agent (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of on which such initial Advance, conditions are satisfied or waived herein in accordance with Section 12.1 shall have been paid by be the Company and (iii) the Agent shall have received on or before the Closing Date the following, each dated as of the Closing “Effective Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank:”): (a) The Notes payable Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the order Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the BanksEffective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, respectivelyduly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, 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 or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit Q-1; (vii) an opinion from Xxxxxxxxx Xxxxxxx, LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit Q-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit R; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; and (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clauses (iv) and (ix) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) Certified copies of All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (i3) Business Days before the resolutions Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the NotesFacility). (c) Signed copies of a certificate Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Merger Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificate. (d) A certificate executed by Prior to or substantially simultaneously with the Treasurer initial Borrowings on the Effective Date, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any NoteSenior Notes. (e) Favorable opinions of (i) The Intercreditor Agreement and the General Counsel of the Company in substantially the form of Exhibit D heretoABL Facility Documentation shall have been duly executed and delivered by each party thereto, and (ii) special counsel for the Company shall be in substantially the form of Exhibit E heretofull force and effect. (f) A favorable opinion Prior to or substantially simultaneously with the initial Borrowing on the Effective Date, the Loan Parties shall have taken all other necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans, (B) borrowings and letter of Sidley Xxxxxx Xxxxx & Xxxxcredit obligations under the ABL Facility, counsel (C) borrowings under the Senior Notes and (D) Indebtedness permitted the Loan Documents, the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Effective Date in order to allow the Arrangers, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (j) Since October 11, 2011, there shall not have been any Event, change or occurrence that, individually or together with any other Event, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date; provided that a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under the Merger Agreement. (l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying to the matters set forth in Section 4.1(c), (j) and (k). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the Agent, in substantially transactions contemplated by the form Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of Exhibit F heretosuch Borrowing.

Conditions Precedent to Initial Borrowing. The obligation obligations of the Lenders to make Revolving Loans and the obligations of any Issuer to Issue Letters of Credit shall, in each case, shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each Bank of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to make its initial Advance the Administrative Agent: (i) a Notice of Borrowing in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Revolving Credit Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the occasion Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, 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 or is to be a party on the Effective Date; (vi) an opinion from Proskauer Rose, LLP, New York and California counsel to the Loan Parties substantially in the form of Exhibit G-1; (vii) an opinion from Xxxxxxxxx Xxxxxxx LLP, Nevada counsel to the Loan Parties substantially in the form of Exhibit G-2; (viii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date and after giving effect to the Transaction) substantially in the form attached hereto as Exhibit M; (ix) evidence that all insurance (excluding title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect as of the Effective Date and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent (i) is entitled under the Loan Documents to be so named, and (ii) shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date; (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Effective Date; provided, however, that, each of the requirements set forth in clause (iv) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to the Credit Extensions on the Effective Date after the Borrower’s use of commercially reasonable efforts, without undue burden or cost, to provide such items on or prior to the Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (or such later date as the Administrative Agent and the Borrower mutually agree in good faith). Notwithstanding anything in this Agreement, the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facility on the Effective Date if the conditions set forth in this Section 4.1 are satisfied or waived by the Arrangers. (b) All fees and reasonable and documented out-of-pocket expenses required to be paid on or before the Effective Date hereunder and invoiced at least three (3) Business Days before the Effective Date shall have been paid in full in cash (which such amounts, notwithstanding the foregoing, may be offset against the proceeds of the Facility). (c) Prior to or substantially simultaneously with the Initial ABL Borrowing on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement. (d) Prior to or substantially simultaneously with the initial Borrowings on the Effective Date, the Borrower shall have received (i) at least $525,000,000 in gross cash proceeds from borrowings under the Term Facility, and (ii) at least $250,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the Term Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Borrowing by on the Company on or Effective Date, the Loan Parties shall have taken all other necessary actions such that, after the Closing Date is subject giving effect to the conditions precedent that (i) an officer of Transaction, the Company Borrower and the Restricted Subsidiaries shall have delivered to the Agent a certificate stating that outstanding no material third-party Indebtedness for borrowed money or preferred Equity Interests other than (A) the Company has closed its purchase Loans and Letter of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7Credit Obligations, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have borrowings under the purchase price paid in cashTerm Facility, (iiC) all commitment, facility, agency and administrative fees provided for borrowings under the terms of this AgreementSenior Notes and (D) Indebtedness permitted the Loan Documents, accrued the Merger Agreement and/or the Schedules thereto. (g) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Administrative Agent and the Arrangers shall have received all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the date of such initial AdvanceEffective Date in order to allow the Arrangers, shall have been paid by the Company Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (iiij) the The Administrative Agent shall have received on or before the Closing Date the following, each dated as of the Closing Datereceived, in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers a Field Examination and the Initial Inventory Appraisal and such other reports, audits or certifications as the Administrative Agent and the Arrangers may reasonably request in respect of the Collateral included in the Borrowing Base not less than ten (except for the Notes10) in sufficient copies for each Bank: (a) The Notes payable Business Days prior to the order of the Banks, respectivelyEffective Date. (bk) Certified copies of (i) the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the CompanySince October 11, and (ii) all documents evidencing 2011, there shall not have been any Event, change or occurrence that, individually or together with any other necessary corporate Event, has had or other authorizing action and governmental approvals, if any, with respect would reasonably be expected to this Agreement and the Noteshave a Closing Date Material Adverse Effect. (cl) Signed copies of a certificate of After giving effect to the Secretary or an Assistant Secretary or other appropriate officer or representative of Transaction on the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificate. (d) A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Effective Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance Excess Availability on the Effective Date (together with any unrestricted cash and Cash Equivalents of the Company and its Subsidiaries) shall be no less than $50,000,000. (m) The Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, taken if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as a whole, or in the ability of the Company Effective Date; provided that a failure of any Merger Agreement Representation to perform be true and correct shall not result in a failure of the condition to the initial availability of the Facility on the Effective Date, unless such failure gives Holdings the right to terminate its obligations under this Agreement or any Notethe Merger Agreement. (en) Favorable opinions The Administrative Agent shall have received a certificate of (i) the General Counsel a Responsible Officer of the Company Borrower in substantially form and substance reasonably satisfactory to the form of Exhibit D heretoAdministrative Agent, certifying to the matters set forth in Section 4.1(c), (k) and (ii) special counsel m). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the Company in substantially transactions contemplated by the form Loan Documents shall have received notice from such Lender prior to the Borrowing on the Effective Date, borrowing of Exhibit E heretoSwing Loans or Issuance or deemed Issuance hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing or Swing Loans. (f) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx, counsel for the Agent, in substantially the form of Exhibit F hereto.

Conditions Precedent to Initial Borrowing. The obligation of each Bank the Investor to make its initial a Term Loan Advance on the occasion of the initial Initial Borrowing by the Company on or after the Closing Date is pursuant to Section 2.02 shall be subject to the satisfaction (or waiver by the Investor in writing) of the following conditions precedent that before or concurrently with such Initial Borrowing: (ia) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent The Investor shall have received on or before the Closing Date day of the Initial Borrowing the following, each dated as of the Closing Datesuch day (unless otherwise specified), in form and substance satisfactory to the Agent Investor and (except for the NotesNote) in sufficient copies for each Bankthe Investor and, to the extent requested by the Investor: (ai) The Notes Note, registered in the name of and payable to the order Investor and its registered assigns in the amount of the Banks, respectively.Commitment; (bii) The certificate of designations to the articles of incorporation of the Company to reflect such powers, preferences and rights in respect of the Series A Shares as the Investor shall require, and such certificate of designations shall have been duly filed with the Secretary of State of the State of Nevada; (iii) One (1) or more certificates, duly executed by the Company, representing the number of duly and validly issued Series A Shares issuable to the Investor pursuant to Section 2.11(a); (iv) the Registration Rights Agreement, duly executed and delivered by the Company to the Investor; (v) The Pledge Agreement, duly executed by the Company, together with the stock certificates of Blue Fin, accompanied by a stock power or other instrument of transfer with respect thereto, duly endorsed in blank; (vi) The Collateral Security Agreement, duly executed by the Company and each Subsidiary thereof, together with: (A) a completed Perfection Certificate, dated the Effective Date, duly executed by a senior officer of the Company and Blue Fin, together with all attachments contemplated thereby, including UCC, judgment and tax lien searches; and (B) evidence of the filing of UCC termination statements in respect of all Liens, if any, reflected on the lien search report attached to the Perfection Certificate, dated the Effective Date, to the extent such Liens are not permitted to be suffered pursuant to the terms of the Transaction Documents; (vii) A separate deposit account control agreement, in such form as shall be reasonably acceptable to the Investor, in respect of each bank deposit account maintained by a Transaction Party, executed by the Investor, such Transaction Party, and the applicable depository institution (each, as amended, a “Deposit Account Control Agreement”), together with one (1) or more lockbox agreements, in form and substance reasonably acceptable to the Investor; (viii) With respect to each item of Owned Real Property as of the Effective Date (other than the Excluded Property), a Mortgage, duly authorized and executed by the applicable Transaction Party, in form for recording in the recording office of each jurisdiction where the Owned Real Property to be encumbered thereby is situated, in favor of the Investor, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Investor) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to the Investor, which Mortgage and other instruments create and/or maintain (upon recordation of such instruments) a first priority Lien on such Owned Real Property other than the Permitted Encumbrances; (ix) With respect to each item of Leased Real Property as of the Effective Date (other than the Excluded Property), (A) a Mortgage duly authorized and executed, assigning the applicable Transaction Party’s interest in such Leased Real Property to the Investor, in form for recording in the recording office of each jurisdiction where the Leased Real Property demised under the Mining Lease related thereto is situated, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Investor) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to the Investor which Mortgage and other instruments are effective to create (upon recordation of such instruments) a first priority Lien on such Transaction Party’s interests in such Leased Real Property subject to no Liens other than Permitted Encumbrances, and (B) a new memorandum of lease, in form for recording in the appropriate recording office and otherwise in form and substance acceptable to the Investor, with respect to each of the Principal Lease Agreements, which memorandums shall have been duly executed, filed and recorded; (x) With respect to each Leased Real Property assigned to the Investor pursuant to subparagraph (ix) above, (A) the written consent to the assignment thereof by any landlord or other Person having an interest in such Leased Real Property (except that the XXXXX Consent shall not be required) to the extent such consent is required by the terms of any lease or applicable law or deemed appropriate by the Investor, which written consent shall be in form and substance acceptable to the Investor, and (B) notwithstanding the foregoing, the Company shall deliver to the Investor written consents of the lessors to the assignment of each of the Principal Lease Agreements together with an estoppel certificate executed by such lessors, in each case in form and substance acceptable to the Investor and regardless of whether consent to the assignment thereof is expressly required by the terms thereof; (xi) With respect to each item of Owned Real Property and Leased Real Property held by the Company or any Subsidiary thereof as of the Effective Date, policies or certificates of insurance of the type required by Section 5.02; (xii) With respect to the Leased Real Property that constitutes the Core Properties, a title opinion of Holland & Xxxx, in form and substance acceptable to the Investor; (xiii) Without limitation of, but not in duplication of any provision contained in this Section 3.01(a), evidence that all documents and instruments, including UCC financing statements, required by law or reasonably requested by the Investor to be filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Transaction Documents, shall have been filed, registered or recorded or delivered to the Investor for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each Security Document; (xiv) Evidence reasonably acceptable to the Investor of the payment in full by Company of all search and examination charges, mortgage recording taxes, UCC filing fees and charges, and any other recordation, registration or filing taxes, fees or charges, required for the perfection of the security interests created under the Security Documents or the procurement of title insurance policies; (xv) Certified copies of (i) the resolutions of the Board board of Directors directors of each Transaction Party approving the Company approving this Agreement Transactions (to the extent applicable to it) and each Transaction Document to which it is or is to be a party and authorizing the Notes officers of such Transaction Party to act on behalf of such Transaction Party, as the Companycase may be, and (ii) of all documents evidencing other necessary corporate or other authorizing action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement the Transactions and the Notes.each Transaction Document to which it is or is to be a party; (cxvi) Signed copies A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Transaction Party dated reasonably near the date of the Initial Borrowing, certifying (A) as to a true and correct copy of the Constitutive Documents of such Transaction Party and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to such Transaction Party’s Constitutive Documents on file in such Secretary’s office and (2) such Transaction Party has paid all franchise taxes to the date of such certificate, and (C) such Transaction Party is duly incorporated and in good standing under the laws of the State of its organization; (xvii) A copy of a certificate of the Secretary of State of each jurisdiction in which each Transaction Party is required to be qualified to do business, dated reasonably near the date of the Initial Borrowing, stating that such Transaction Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate; (xviii) A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of each Transaction Party, dated the date of the Company Initial Borrowing (the statements made in which certificate shall be true on and as of the date of the Initial Borrowing), certifying as to (A) the absence of any amendments to the Constitutive Documents of such Transaction Party since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(xvi), (B) a true and correct copy of the bylaws as in effect on the date on which the resolutions referred to in Section 3.01(a)(xv) were adopted and on the date of the Initial Borrowing, (C) the due organization and good standing of such Transaction Party as a corporation, organized under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Transaction Party, and (D) the names and true signatures of the officers or other representatives of the Company such Transaction Party authorized to sign this Agreement and the Notes on its behalf each Transaction Document to which it is or is to be a party and the other documents or certificates to be delivered by hereunder and thereunder; (xix) A certificate of a senior officer of each Transaction Party, certifying as to (A) the Company pursuant truth of the representations and warranties contained in the Transaction Documents as though made on and as of the date of the Initial Borrowing, and (B) the absence of any event occurring and continuing, or resulting from the Initial Borrowing, that constitutes a Default; (xx) A Borrowing Notice relating to this Agreement. the Initial Borrowing; (xxi) The Agent may conclusively rely on each such audited annual financial statements for the year ended December 31, 2009, and the unaudited quarterly financial statements for the quarter ended March 31, 2010, of the Transaction Parties, together with a certificate of the chief financial officer of the Company until to the Agent shall receive a further effect that such statements accurately present the financial position of the Transaction Parties as of the periods covered thereby in accordance with GAAP; (xxii) A favorable opinion of Holland & Xxxx LLP, counsel for the Transaction Parties, in form and substance acceptable to the Investor; (xxiii) A favorable opinion of Holland & Xxxx LLP, relating to the recordation of and lien created by the Mortgage filed on or before the Effective Date with respect to the Leased Real Property covered by the Principal Lease Agreements, in form and substance acceptable to the Investor; (xxiv) A certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate President of the Company, certifying as to the fulfillment of such conditions precedent set forth in this Section 3.01 as shall be required by the Investor; and (xxv) A letter or other instrument in writing, executed by the Xxxxxxx X. Xxxxxxx Trust and submitting addressed to the signatures Investor, (i) certifying as to the fact that the indebtedness secured by certain mortgages covering the property leased under the Xxxxxxx Trust Lease has been paid and satisfied in full (and attaching true and correct copies of such debt instrument and mortgage) and (ii) agreeing to give prompt written notice to the Investor if any foreclosure proceedings shall be exercised under such mortgage. (b) The holders of the officers Note Agreement Promissory Notes shall have executed and delivered to the Investor a subordination agreement in form and substance acceptable to the Investor (as amended, the “Subordination Agreement”), pursuant to which the holders of the Note Agreement Promissory Notes shall have agreed to subordinate the indebtedness evidenced thereby in right or payment, priority and exercise of remedies to the indebtedness created under this Agreement, except that so long as no Default shall have occurred and be continuing, the Company shall have the right to make monthly payments of interest of up to, in the aggregate, $7,500 per month under such Note Agreement Promissory Notes. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Transaction Party pending or, to the knowledge of the Company, threatened (under circumstances under which a reasonable person acting under similar circumstances would recognize a statement, allegation or other representatives named in such further certificateaction as constituting a threat) before any Governmental Authority (i) other than any thereof satisfactory to the Investor and described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) that purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transactions. (d) A certificate executed by All Governmental Authorizations and third party consents and approvals necessary in connection with the Treasurer Transactions shall have been obtained or shall be in the process of being obtained so long as it is not anticipated that such consents and approvals may not be obtained (in each case without the imposition of any conditions that are not acceptable to the Investor) and those obtained shall be in effect (other than those the failure to obtain which would individually or collectively be reasonably likely not to have a Material Adverse Effect, it being agreed that the Company shall not be required to obtain the XXXXX Consent); and no law or regulation shall be applicable in the reasonable judgment of the Company on behalf Investor, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company Transaction Parties to perform its their obligations under this Agreement or any Notethe Transaction Documents, including to grant the Liens under the Security Documents as contemplated thereby. (e) Favorable opinions of (i) The Company shall have paid all costs and expenses incurred by the General Counsel Investor in connection with the negotiation, preparation, execution and delivery of the Company in substantially Transaction Documents (including the form reasonable fees and expenses of Exhibit D heretoXxxxxx Xxxxxx Xxxxxxxx LLP, counsel to the Investor, and (ii) special Xxxxxxx, Xxxxx and Xxxxxxx, local Utah counsel for to the Company in substantially the form of Exhibit E heretoInvestor. (f) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx, counsel for the Agent, in substantially the form of Exhibit F hereto.

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial an Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the following conditions precedent that (i) an officer each of the Company shall have delivered documents referred to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant below to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent shall have received on or before the Closing Date the following, each dated as of the Closing Date, be in form and substance satisfactory to the Agent Administrative Agent, dated a date on or within 10 days prior to the date hereof and (except for the Notes) in sufficient copies for each Bank:): (a) The Notes payable to the order Administrative Agent shall have received, on behalf of the Banks, respectively.a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to: (b) Certified copies of (i) the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes.Agreement, (cii) Signed copies of a certificate true and correct copy of the Secretary or an Assistant Secretary or other appropriate officer or representative bylaws of the Company certifying Borrower as then in effect and (iii) the names and true signatures of the officers or other representatives of the Company Borrower authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered hereunder. (b) The Administrative Agent shall have received, on behalf of the Banks, a copy of the restated articles of incorporation of the Borrower and each amendment thereto, each certified by the Company pursuant Secretary of State of the State of Utah as being a true and correct copy thereof, and a certificate of said Secretary of State stating that the Borrower has legal existence and is in good standing with the office of said Secretary of State. (c) The Administrative Agent shall have received, on behalf of the Banks, a favorable opinion of the Senior Vice President and General Counsel or Senior Corporate Counsel of the Borrower, substantially in the form of Exhibit C hereto and as to this Agreement. The such other matters as any Bank through the Administrative Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificatereasonably request. (d) A certificate executed by the Treasurer of the Company The Administrative Agent shall have received, on behalf of the Company certifying that as Banks, a favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Closing DateAdministrative Agent, since December 31, 2000 there has been no material adverse change substantially in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, . (e) The Borrower shall have paid all fees due and (ii) special counsel for payable as of or before the Company in substantially Closing Date to the form of Exhibit E heretoBanks. (f) A certificate from an officer of the Borrower to the effect that (i) no Default hereunder shall have occurred and be continuing; (ii) no Default under, and as defined in, the Existing Revolving Credit Agreement shall have occurred and be continuing; and (iii) each of the representations and warranties in Section 4.01 of this Agreement is true and correct on the date hereof. (g) The Administrative Agent shall have received evidence that, on or prior to the Closing Date, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding “Advances” and “Special Rate Loans” under, and as defined in, the Existing Revolving Credit Agreement, together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other amounts payable thereunder, and (ii) canceled each of the “Commitments” as defined therein. (h) The Administrative Agent shall have received, on behalf of the Banks, a favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx, Utah counsel for the AgentBorrower, in substantially form and substance and covering such matters as reasonably satisfactory to the form of Exhibit F heretoAdministrative Agent.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make its initial Advance a Loan on the occasion of the initial Borrowing by and of an Issuing Bank to issue the Company on or after the Closing Date is initial Letter of Credit, whichever shall first occur, shall be subject to the conditions precedent that that, on a date (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“HenkelEffective Date”) pursuant to not later than August 28, 2007, the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Administrative Agent shall have received on or before the Closing Date the following, each dated as : (a) Each of the Closing Datefollowing documents, which shall be dated the Effective Date and in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each BankAdministrative Agent: (ai) The This Agreement, duly executed and delivered by each of the Borrowers. (ii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of the Banks, respectivelyeach such Lender. (biii) Certified copies of (ix) the charter and by-laws of each Borrower, (y) the resolutions of the Board of Directors (or equivalent governing body) of the Company each Borrower authorizing and approving this Agreement Agreement, the Guaranty and the Notes of and the Companytransactions contemplated by the Loan Documents, and (iiz) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the NotesLoan Documents. (civ) Signed copies of a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company each Borrower certifying the names and true signatures of the officers or other representatives of the Company each Borrower authorized to sign this Agreement Agreement, the Guaranty and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificatehereunder. (dv) A certificate executed by favorable opinion of Xxxxxx, Xxxxx & Bockius LLP U.S. counsel to the Treasurer of the Company on behalf of the Company certifying that as of the Closing DateBorrowers, since December 31, 2000 there has been no material adverse change substantially in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D heretoand covering such other matters relating hereto as any Lender, and (ii) special counsel for through the Company in substantially the form of Exhibit E heretoAdministrative Agent, may reasonably request. (fvi) A favorable opinion certificate of Sidley Xxxxxx Xxxxx & Xxxxa senior officer of the U.S. Borrower to the effect that (x) the representations and warranties contained in Article V are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default. (vii) Such other certificates, documents, agreements and information respecting any Borrower as any Lender through the Administrative Agent may reasonably request. (b) Confirmation that (1) the U.S. Borrower has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel for to the AgentAdministrative Agent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, (2) the U.S. Borrower has paid in full the accrued and unpaid interest on the Loans and the Notes, in substantially each case as defined in, and all other amounts whatsoever payable under, the form Existing Credit Agreement, (3) the Existing Credit Agreement has been terminated and is no longer in effect and (4) all Existing Letters of Exhibit F heretoCredit have become Letters of Credit pursuant to Section 3.04(k).

Conditions Precedent to Initial Borrowing. The obligation of each Bank On the Funding Date, and as conditions precedent to make its initial Advance on the occasion of the initial Borrowing by the Company Borrower to occur on or after the Closing Date is subject to the conditions precedent that (i) an officer such date, each of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, following conditions shall have been paid by the Company and (iii) the Agent shall have received on or before the Closing Date the following, each dated as of the Closing Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Banksatisfied: (a) The Notes payable to Each Bank shall have received the order of the Banks, respectively.following: (b) Certified copies of (i) the resolutions a copy of the Board Certificates of Directors Incorporation of FTX and FCX as in effect on the Company approving this Agreement date hereof and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvalseach amendment, if any, with respect to this Agreement subsequent thereto, certified as of a recent date by the Secretary of State of the State of Delaware as being a true and the Notes.correct copy of such documents on file in his office; (cii) Signed copies the signed Certificate of the Secretary of State of the State of Delaware, in regular form, dated as of a certificate recent date, listing the Certificate of Incorporation of FTX and FCX as in effect on such recent date and each subsequent amendment thereto on file in his office and stating that such documents are the only charter documents of FTX and FCX on file in his office and that FTX and FCX are duly incorporated and in good standing in the State of Delaware, has filed all franchise tax returns and has paid all franchise taxes required by law to be filed and paid by FTX and FCX to the date of his Certificate; (iii) the signed Certificate of the Secretary or an Assistant Secretary or of FTX, dated the Closing Date and certifying, among other appropriate officer or representative things, (A) a true and correct copy of resolutions adopted by the Company certifying Board of Directors of FTX authorizing the names making and true signatures performance of the officers or other representatives of the Company authorized to sign this Agreement and the Notes other Loan Documents (includ- ing the FTX Guaranty) executed and delivered or to be executed and delivered, as applicable, by FTX, and the countersignature and acceptance by FTX of the FTX Intercreditor Agreement, (B) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) a true and correct copy of the By-laws of FTX as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in (A) above, (D) that the Certificate of Incorporation of FTX has not been amended since the date of the last amendment shown on the certificate referred to in (ii) above, and (E) the incumbency and specimen signatures of each officer of FTX executing the foregoing documents and any other documents or certificates delivered to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely Banks in connection herewith on each such behalf of FTX; and a certificate of another officer of FTX as to the Company until incumbency and signature of such Secretary or Assistant Secretary; (iv) the Agent shall receive a further certificate signed Certificate of the Secretary or an Assistant Secretary of FCX, dated the Closing Date and certifying, among other things, (A) a true and correct copy of resolutions adopted by the Board of Directors of FCX authorizing the making and performance of this Agreement and the other Loan Documents (including the FCX Guaranty) executed and delivered or other representative to be executed and delivered, as applicable, by FCX, and the countersignature and acceptance by FCX of the Company canceling FCX Intercreditor Agreement, (B) that such resolutions have not been modified, rescinded or amending amended and are in full force and effect, (C) a true and correct copy of the By-laws of FCX as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in (A) above, (D) that the Certificate of Incorporation of FCX has not been amended since the date of the last amendment shown on the certificate referred to in (ii) above, and (E) the incumbency and specimen signatures of each officer of FCX executing the foregoing documents and any other documents delivered to the Banks in connection herewith on behalf of FCX; and a certificate of another officer of FCX as to the Company, incumbency and submitting signature of such Secretary or Assistant Secretary; (v) the signatures signed Certificate of (A) the Chairman of the officers Board, the President or other representatives named in such further certificate. any executive or senior vice president and (dB) A certificate executed by the Chief Financial Officer, the Controller or the Treasurer of FTX, dated the Company on behalf of the Company Closing Date and certifying that (1) the representations and warranties of FTX contained herein are true and correct as of the Closing Date, since December 31, 2000 Date and (2) that there has been exists no material adverse change in Default or Event of Default relating to FTX or the business, financial condition, operations, properties or performance Partnership; and (vi) the signed Certificate of (A) the Chairman of the Company Board, the President or any executive or senior vice president and its Subsidiaries(B) the Chief Financial Officer, taken the Controller or the Treasurer of FCX, dated the Closing Date and certifying that (1) the representations and warranties of FCX contained herein are true and correct as a whole, or in the ability of the Company Closing Date and (2) that there exists no Default or Event of Default relating to perform its obligations under this Agreement or any NoteFCX. (eb) Favorable opinions of (i) The Administrative Agent shall have received all fees and other amounts due and payable to the General Counsel of Agents or the Company in substantially Banks on or prior to the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E heretoClosing Date. (f) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx, counsel for the Agent, in substantially the form of Exhibit F hereto.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make its initial an Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date hereunder is subject to the satisfaction of the following conditions precedent that before or concurrently with the initial Borrowing: (ia) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the The Administrative Agent shall have received on or before the Closing Date day of the initial Borrowing the following, each dated as of the Closing Datesuch day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each BankLender: (ai) The Bridge Notes payable to the order of the Banks, respectivelyLenders. (bii) Certified copies of (i) the resolutions of the Board of Directors of each Borrower and of the Company manager's consent of CCI approving this Agreement each Loan Document, the Rollover Indenture and the Notes of the CompanyRegistration Rights Agreement, and (ii) of all documents evidencing other necessary corporate or other authorizing and limited liability company action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement each Loan Document to which it is or is to be a party and each of the Rollover Indenture and the NotesRegistration Rights Agreement. (ciii) Signed copies A copy of a certificate of the Secretary of State of the State of Delaware, dated reasonably near the date of the initial Borrowing, certifying (A) as to a true and correct copy of the charter or certificate of formation of such Borrower and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to such Borrower's charter or certificate of formation on file in such Secretary's office, (2) such Borrower has paid all franchise taxes to the date of such certificate and (C) such Borrower is duly formed and in good standing or presently subsisting under the laws of the State of the jurisdiction of its organization. (iv) A certificate of each Borrower, signed on behalf of such Borrower by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter or certificate of formation of such Borrower since the date of the Secretary of State's certificate referred to in Section 3.1(a)(iii), (B) a true and correct copy of the bylaws or limited company agreement of such Borrower as in effect on the date on which the resolutions referred to in Section 3.1(a)(ii) were adopted and on the date of the initial Borrowing, (C) the due organization and good standing or valid existence of such Borrower as a corporation or limited liability company organized under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Borrower, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Borrowing and (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default. (v) A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company each Borrower certifying the names and true signatures of the officers or other representatives of the Company such Borrower authorized to sign this Agreement and each Loan Document, the Notes Rollover Indenture, the Registration Rights Agreement, and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, hereunder and submitting the signatures of the officers or other representatives named in such further certificatethereunder. (dvi) A certificate executed by Such financial, business and other information regarding each Borrower and its Subsidiaries as the Treasurer of the Company on behalf of the Company certifying that Lenders shall have requested, including, without limitation, information as of the Closing Dateto possible contingent liabilities, since tax matters, environmental matters, obligations under Plans and Multiemployer Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated December 31, 2000 there has been no material adverse change 1999, and interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the businessevent the Lenders' due diligence review reveals material changes since such financial statements, financial condition, operations, properties or performance as of a later date within 45 days of the Company and its Subsidiaries, taken as a whole, or in the ability day of the Company to perform its obligations under this Agreement or any Noteinitial Borrowing). (evii) Favorable opinions A Notice of (i) Borrowing relating to the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E heretoinitial Borrowing. (fviii) A favorable opinion of Sidley Xxxxxx Xxxxx Irell & XxxxManexxx XXX, counsel for the AgentBorrowers, in substantially the form of Exhibit F heretohereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (b) The Administrative Agent shall be satisfied, in its reasonable judgment, that there is adequate availability under the Existing Credit Agreements. (c) The Borrowers shall have paid all accrued fees of the Agents and the Lenders and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent). (d) On and after April 28, 2000, (i) no downgrading (other than a downgrading resulting from the execution of the Commitment Letter or this Agreement, or from the Borrowings hereunder) shall have occurred in the rating accorded debt securities of either Borrower by any "nationally recognized statistical rating organization" (as such term is defined by the SEC for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended), and (ii) no such organization shall have publicly announced that it has either Borrower under surveillance or review, with possible negative implications, excluding any such surveillance or review caused by the execution of the Commitment Letter or this Agreement, or the Borrowings hereunder. (e) There shall not have occurred any disruption or adverse change, as determined by the Administrative Agent in its sole discretion, in the financial or capital markets generally, or in the markets for bridge loan syndication, high yield debt or equity securities in particular or affecting the syndication or a funding of bridge loans (or the refinancing thereof) that may have a material adverse impact on the ability to sell or place debt securities or to syndicate the Advances.

Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Bank Lender to make its initial an Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the following conditions precedent that being satisfied: (ia) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the The Administrative Agent shall have received on or before the Closing Date the following, each dated as day of the Closing Date, initial Borrowing the following in form and substance satisfactory to the Agent Administrative Agent, each dated the Closing Date, and (except for the Notes) in sufficient copies for each BankLender: (ai) The Revolving Credit Notes payable to the order of the BanksLenders, respectively. (bii) Certified copies of (i) the resolutions Partnership Agreement and of the Board of Directors charter and by-laws (or equivalent documents) of the Company approving General Partner (each such copy certified as of a date reasonably close to the Closing Date) and a certificate of the General Partner certifying as to the authority of the Borrower (including, without limitation, board of director resolutions and evidence of the incumbency of officers for each General Partner) to execute, deliver and perform this Agreement and the Notes of and each other document to be delivered by the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect Borrower from time to this Agreement time in connection herewith and the Notes.Advances hereunder (and the Lender may conclusively rely on such certificate until it receives notice in writing from such General Partner to the contrary); (ciii) Signed copies of a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company Borrower certifying the names and true signatures of the officers or other representatives of the Company Borrower authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificate.hereunder; (div) A certificate executed by the Treasurer of a Senior Financial Officer of the Company on behalf Borrower to the effect set forth in clauses (a), (b) and (c) of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note.Section 4.02; (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto. (fv) A favorable opinion of Sidley Xxxxxx Xxxxx Ropes & Xxxx, counsel for to the Borrower, in form and substance satisfactory to the Lenders, covering such matters incident to the transactions contemplated hereby as may be requested by the Lenders through the Administrative Agent; (vi) A favorable opinion of Xxxxxx X. Xxxxxxxxx, Esq., General Counsel to the General Partner, in form and substance satisfactory to the Lenders and the Administrative Agent, covering such matters incident to the transactions contemplated hereby as may be requested by the Lenders through the Administrative Agent; (vii) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Administrative Agent, substantially in substantially the form of Exhibit F heretoD. (b) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and the fees of the Lenders (including the fees and expenses of counsel to the Administrative Agent to the extent then payable).

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date under this Agreement is subject to the satisfaction of the following conditions precedent that precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of Xxxxxxxx & Xxxxx LLP, counsel to the Credit Parties (i) dated the Closing Date, (ii) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (iii) in form and substance customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official), which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Company Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent (or its counsel) shall have received executed copies of the Guarantee, executed by each Person which will be a Guarantor on the Closing Date. (i) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages (subject to the final paragraph of this Section) and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date subject to the last paragraph of this Section 6 or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7for filing, 2000, as amended, between the Company and Henkel, registration or recording and (B) Henkel elected comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to have the purchase price paid in cash, Administrative Agent. (ii) all commitment, facility, agency and administrative fees provided for under the terms All Equity Interests of this Agreement, accrued to the date of such initial Advance, shall have been paid each wholly-owned Material Subsidiary directly owned by the Company and (iii) the Agent shall have received on Borrower, Falcon GP or before the Closing Date the followingany Subsidiary Guarantor, in each dated case as of the Closing Date, in form and substance satisfactory shall have been pledged pursuant to the Agent and Collateral Agreement (except for the Notesthat such Credit Parties shall not be required to pledge any Excluded Equity Interests) in sufficient copies for each Bank: (a) The Notes payable to the order of the Banks, respectively. (b) Certified copies of (i) the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and (ii) Collateral Agent shall have received all documents evidencing other necessary corporate or other authorizing action and governmental approvalscertificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iii) The Administrative Agent shall have received customary UCC lien searches with respect to this Agreement the Borrower and the Notes. (c) Signed copies Guarantors in their applicable jurisdictions of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificate. (d) A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E heretoorganization. (f) A favorable opinion The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing under this Agreement, in accordance with the terms of Sidley Xxxxxx Xxxxx & Xxxxthe Contribution Agreement. The Contribution Agreement shall not have been amended or waived in any material respect by PubCo and PubCo shall not have granted any material consent under the Contribution Agreement in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arranger and Bookrunner (not to be unreasonably withheld or delayed). (g) The Specified Contribution Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date and the Administrative Agent shall have received a certificate of an authorized officer of the borrower certifying as to the satisfaction of such condition. (h) The approval of the Stockholder Proposals (other than approval and adoption of the Falcon Minerals 2018 Long Term Incentive Plan) shall have been duly obtained in accordance with the DGCL, counsel PubCo’s Organizational Documents and the rules and regulations of NASDAQ (all such terms in this clause (h) that are not defined herein as are defined in the Contribution Agreement). (i) The Administrative Agent shall have received (a) the audited consolidated balance sheet of Royal Resources L.P. and its Subsidiaries as of December 31, 2017, and the related consolidated statements of operations, changes in partners’ capital (deficit) and cash flows for the Agentfiscal year ended December 31, 2017 and (b) the unaudited consolidated balance sheet of Royal Resources L.P. and its Subsidiaries as of March 31, 2018, and the related consolidated statements of operations, changes in partners’ capital (deficit) and cash flows for the three-month period then ended (the “Closing Date Financials”). (j) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the three-month period ending March 31, 2018, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). (k) [Reserved]. (l) On the Closing Date, the Administrative Agent (or its counsel) shall have received (i) a solvency certificate substantially in the form of Exhibit F heretoJ hereto and signed by a Financial Officer of the Borrower and (ii) a Notice of Borrowing (whether in writing or by telephone) satisfying the requirements of Section 2.3(a). (m) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) made commercially reasonable efforts to cause the Administrative Agent to be named as loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (n) All fees and expenses required to be paid hereunder and invoiced at least three (3) Business Days before the Closing Date (or such shorter period as may be reasonably agreed by the Borrower) shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent applicable. (i) The Administrative Agent (or its counsel) shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (p) On the Closing Date, after giving effect to the Transactions, neither the Borrower nor any of its Subsidiaries shall have any Disqualified Equity or Material Indebtedness for borrowed money other than the Facility, with any existing Indebtedness for borrowed money (including Indebtedness under the DGK Credit Agreement) having been paid in full and the commitments thereunder having been terminated and all liens and security interests released. (q) The Administrative Agent (or its counsel) shall have received satisfactory title information (including customary title opinions, information or reports or other documents) consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties and Oil and Gas Properties acquired on the Closing Date are located with respect to not less than 50% of the PV-9 value of the Borrowing Base Properties on the Closing Date; provided that such timeline may be extended with the consent of the Administrative Agent (not to be unreasonably withheld or delayed). (r) The Initial Loans made on the Closing Date shall not result in the aggregate amount of all Lenders’ Total Exposures at such time exceeding $92,000,000. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions specified in this Section 6, 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 matters required under this Section 6 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 Closing Date specifying its objection thereto. Notwithstanding the foregoing, to the extent any security interest in any Collateral (other than any a lien on Collateral that may be perfected solely (A) by the filing of a financing statement under the Uniform Commercial Code or (B) by the delivery of stock certificates of the Borrower’s Wholly owned Domestic Subsidiaries that are Material Subsidiaries) is not or cannot be provided and/or perfected on the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion) after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the provision and/or perfection of security interests in such Collateral shall not constitute conditions precedent to the initial Borrowing under this Agreement, but shall be required to be delivered, provided, and/or perfected within (i) in the case of Mortgages required to be delivered pursuant to the Collateral Coverage Minimum, by the dates provided in the definition of “Collateral Coverage Minimum” and (ii) in the case of all other Collateral not otherwise described in the preceding clause (i), ninety (90) days following the Closing Date.

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the satisfaction of the following conditions precedent that precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) an officer a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Company Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have delivered received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) Xxxxxx & Xxxxxx, LLP, counsel to the Agent a certificate stating that Credit Parties and (ii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A) dated the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7Closing Date, 2000, as amended, between the Company and Henkel, and (B) Henkel elected addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (C) in form and substance satisfactory to the Administrative Agent and customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the purchase price paid case of each Credit Party, a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in cash, effect on the Closing Date, (ii) all commitment, facility, agency that attached thereto is a true and administrative fees provided for under complete copy of resolutions duly adopted by the terms board of this Agreement, accrued to the date directors (or managing member or equivalent) of such initial AdvanceCredit Party authorizing the execution, shall delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been paid by modified, rescinded or amended and are in full force and effect on the Company and Closing Date, (iii) that attached thereto is (A) a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party (other than Tidelands Oil Production Company, LLC) in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent shall have received on a promissory note substantially in the form of Exhibit G executed by the Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing to such Lender. (i) All Equity Interests directly owned by the Borrower or before the Closing Date the followingany Subsidiary Grantor, in each dated case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank (i) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the Borrower and the Grantors in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (f) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (g) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.10, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the Agent and (except Administrative Agent, for the Notes) in sufficient copies for each Bank: (a) The Notes payable to the order of the Banksfiscal year ended December 31, respectively2022. (bi) Certified copies On the Closing Date, the Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit H hereto and signed by a Financial Officer of the Borrower. (j) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, Credit Documents and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to this Agreement and the Notessuch insurance, as applicable. (ck) Signed copies All fees and expenses required to be paid hereunder and invoiced, including, without limitation, the reasonable and documented fees and expenses of a certificate Xxxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, shall have been paid in full in cash or netted from the proceeds of the Secretary or an Assistant Secretary or other appropriate officer or representative of initial funding under the Company certifying Facility, to the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificateextent applicable. (d) A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto. (f) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx, counsel for the Agent, in substantially the form of Exhibit F hereto.

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial an Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the following conditions precedent that (i) an officer each of the Company shall have delivered documents referred to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant below to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent shall have received on or before the Closing Date the following, each dated as of the Closing Date, be in form and substance satisfactory to the Agent Administrative Agent, dated a date on or within 10 days prior to the date hereof and (except for the Notes) in sufficient copies for each Bank:): (a) The Notes payable to the order Administrative Agent shall have received, on behalf of the Banks, respectively.a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to: (b) Certified copies of (i) the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes.Agreement, (cii) Signed copies of a certificate true and correct copy of the Secretary or an Assistant Secretary or other appropriate officer or representative bylaws of the Company certifying Borrower as then in effect and (iii) the names and true signatures of the officers or other representatives of the Company Borrower authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered hereunder. (b) The Administrative Agent shall have received, on behalf of the Banks, a copy of the restated articles of incorporation of the Borrower and each amendment thereto, each certified by the Company pursuant Secretary of State of the State of Utah as being a true and correct copy thereof, and a certificate of said Secretary of State stating that the Borrower has legal existence and is in good standing with the office of said Secretary of State. (c) The Administrative Agent shall have received, on behalf of the Banks, (i) the executed legal opinion of Xxxxx X. Xxxxxxx, Xx., Associate General Counsel of the Borrower, substantially in the form of Exhibit C-1 hereto and (ii) the executed legal opinion of Xxxxxxx X. Xxxxxxxxxxx, Esq., Utah counsel for the Borrower, substantially in the form of Exhibit C-2 hereto, covering such matters relating to this Agreement. The Agreement and the transactions hereunder and as to such other matters as any Bank through the Administrative Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificatereasonably request. (d) A certificate executed by the Treasurer of the Company The Administrative Agent shall have received, on behalf of the Company certifying that as Banks, a favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Closing DateAdministrative Agent, since December 31, 2000 there has been no material adverse change substantially in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto. (e) The Borrower shall have paid all fees due and payable as of or before the Closing Date to the Banks. (f) The Administrative Agent shall have received, on behalf of the Banks, a certificate from an officer of the Borrower to the effect that (i) no Default hereunder shall have occurred and be continuing; (ii) no Default under, and as defined in, the Existing Revolving Credit Agreement shall have occurred and be continuing; and (iii) each of the representations and warranties in Section 4.01 of this Agreement is true and correct on the date hereof. (g) The Administrative Agent shall have received evidence that, on or prior to the Closing Date, (i) the outstanding principal amount of each of the outstanding “Advances” and “Special Rate Loans” under, and as defined in, the Existing Revolving Credit Agreement, together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other amounts payable thereunder shall have been paid in full, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto“Commitments” as defined therein shall have been canceled. (fh) A favorable opinion of Sidley Xxxxxx Xxxxx & XxxxAll documentation and other information required by regulatory authorities under applicable “know your customer” rule and regulations, counsel for including the Agent, in substantially Patriot Act to the form of Exhibit F heretoextent requested five business days prior to the date hereof.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make its initial a Term Advance on the occasion in respect of the initial Borrowing by the Company on or after the Closing Date is subject to the satisfaction of the following conditions precedent that on or before such date: (ia) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the The Administrative Agent shall have received on or before the Closing Date the following, each dated as of the Closing Datesuch day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each BankLender: (ai) The Notes A Note executed by the Initial Borrower payable to the order of the Banks, respectivelyeach Lender. (bii) Certified copies of (i) the resolutions of the Board of Directors (or an appropriate committee thereof) of each Loan Party approving the Company approving this Agreement transactions contemplated by the Loan Documents and the Notes of the Companyeach Loan Document to which such Loan Party is or is to be a party, and (ii) of all documents evidencing other necessary corporate or other authorizing action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement the transactions under the Loan Documents and the Noteseach Loan Document to which such Loan Party is or is to be a party. (ciii) Signed copies A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary's office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary's office, (2) such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. (iv) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Borrower Party or any general partner or managing member of a Borrower Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Borrower Party, general partner or managing member, that such Borrower Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate. (v) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the Closing Date, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default. (vi) A certificate of the Secretary or an Assistant Secretary of each Loan Party (or other appropriate officer or representative Responsible Officer of the Company general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Loan Party, or other representatives of the Company general partner or managing member of such Loan Party, authorized to sign this Agreement and the Notes each Loan Document to which it is or is to be a party and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, hereunder and submitting the signatures of the officers or other representatives named in such further certificatethereunder. (dvii) A certificate executed by Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Treasurer Lenders shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements of FLLP for the year ending December 31, 2004, interim financial statements of FLLP dated the end of the Company on behalf most recent fiscal quarter for which financial statements are available (or, in the event the Lenders' due diligence review reveals material changes since such financial statements, as of the Company certifying that as a later date within 45 days of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note). (eviii) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto. (f) A favorable An opinion of Sidley Xxxxxx Xxxxx Jenkens & XxxxXxxxxxxxx, counsel for the Loan Parties, with respect to the matters (and in substantially the form) set forth in Exhibit I hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in substantially form and substance satisfactory to the form Administrative Agent. (x) A Notice of Exhibit F heretoBorrowing relating to the initial Borrowing. (b) The Lenders shall be satisfied with the financial condition of FLLP and the corporate and legal structure and capitalization of the Borrower Parties and the Subsidiaries of the Borrower Parties, including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of them. (c) The Lenders shall be satisfied that all Existing Debt, other than Surviving Debt, has been (or will be, upon the application of the proceeds of the initial Borrowing on the Closing Date) prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and conditions satisfactory to the Lenders.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Fleet to make its initial an Advance on the occasion of the initial Borrowing by and the Company on or after obligation of Fleet to issue the Closing Date initial Letters of Credit is subject to the conditions condition precedent that (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent Fleet shall have received on or before the Closing Date day of the initial Borrowing, and in any event no later than February 14, 2002, the following, each dated as of the Closing Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each BankFleet: (a) The Notes payable to This Agreement executed by the order of Borrowers, the Banks, respectivelyParent and Fleet. (b) Certified copies of (i) the resolutions of the Board of Directors of each of the Company Borrowers and the Parent approving this Agreement and the Notes of the CompanyAgreement, and (ii) of all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement. (c) Signed copies of a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative Clerk, as the case may be, of each of the Company Borrowers and the Parent certifying the names and true signatures of the officers or other representatives of the Company Borrowers and the Parent authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by hereunder to which they are a party and in the Company pursuant case of each Borrower (other than Quaker Mexico) and the Parent, certifying as to this Agreement. The Agent may conclusively rely on each such certificate the accuracy and currency of the Company until the Agent shall receive a further certificate respective Articles of the Secretary or an Assistant Secretary Organization or other representative of the Company canceling or amending the prior certificate of the Company, charter documents and submitting the signatures of the officers or other representatives named in such further certificateBy-laws. (d) A certificate executed by favorable opinion of Xxxxxxx X. Xxxxxx, General Counsel to the Treasurer of Borrowers and the Company on behalf of the Company certifying that as of the Closing DateParent, since December 31, 2000 there has been no material adverse change substantially in the business, financial condition, operations, properties or performance form of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any NoteExhibit B hereto. (e) Favorable opinions A certificate of (i) the General Counsel good standing of each of the Company Borrowers (other than Quaker Mexico) and the Parent certified by the secretary of state of the jurisdiction in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E heretowhich it is incorporated. (f) A favorable opinion [Intentionally Omitted] (g) The Borrowers and the Parent shall have paid to Fleet all fees to be paid on the Closing Date in accordance with the provisions of Sidley Xxxxxx Xxxxx & Xxxxthe Fee Letter. (h) [Intentionally Omitted] (i) The Company shall have received the principal amount of the 7.56% Senior Notes issued pursuant to the Additional Note Agreement, counsel for the Agent, in substantially the form of Exhibit F heretowhich 7.56% Senior Notes and Additional Note Agreement shall be on terms and conditions satisfactory to Fleet.

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial Advance on the occasion as part of the initial Borrowing by and of the Company on or after Issuing Bank to issue the Closing Date initial Letters of Credit is subject to the conditions precedent that that: (ia) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7The Borrower, 2000, as amended, between the Company and Henkeleach Bank, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent shall have duly and validly executed originals of this Agreement and delivered them to the Agent; (b) The Agent shall have received on or before the Closing Date following duly executed by all the following, each dated as of the Closing Dateparties thereto, in form and substance satisfactory to the Agent and Agent, (except for the Notes) in sufficient copies for each Bank: (ai) The the Notes dated as of the Effective Date payable to the order of each of the Banks, respectively and the Swing Note dated as of the Effective Date payable to the order of the Banks, respectively.Agent; (bii) Certified copies a Guaranty executed by each of the Borrower's Subsidiaries; (iiii) a Pledge Agreement executed by the Borrower pledging 100% of the capital stock of its Subsidiaries, together with the stock certificates pledged in accordance with the Pledge Agreement and stock powers executed in blank corresponding to such stock certificates; (iv) evidence of arrangements by the Borrower for the payment of all recording, documentation or stamp taxes due in connection with the filing and recordation of the Security Documents; (v) a certificate from the chief executive officer, president, or chief financial officer of the Borrower dated as of the Effective Date stating that as of such date (a) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects and (B) no Default has occurred and is continuing; (vi) copies, each certified as of the date of this Agreement by a Responsible Officer of each Credit Party (a) of the resolutions of the Board of Directors of such Credit Party authorizing the Company approving this Agreement execution and the Notes delivery of each Credit Document to which such Credit Party is a party and (B) of the Companycertificate of incorporation and bylaws of such Credit Party, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and as the Notes.case may be; (cvii) Signed copies of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative a Responsible Officer of each Credit Party dated as of the Company date of this Agreement certifying as of such date the names and true signatures of the officers or other representatives of the Company such Credit Party authorized to sign this Agreement and the Notes and Credit Documents to which such Credit Party is a party; (viii) a favorable opinion of Akin, Gump, Strauss, Hauex & Xeld, counsel to the other documents or certificates to be delivered by Credit Parties, dated as of the Company pursuant to date of this Agreement. , in form and substance satisfactory to the Agent; and (ix) such other documents, governmental certificates, agreements, licenses, lien searches and information as the Agent or any Bank may reasonably request. (c) The Agent may conclusively rely on each such certificate Borrower shall have completed the acquisition of the Company until Acquired Business in accordance with the Agent shall receive a further certificate terms and conditions of the Secretary or an Assistant Secretary or other representative Purchase Agreement contemporaneously with the making of the Company canceling initial Borrowing without any material modification thereto or amending the prior certificate waiver of the Company, and submitting the signatures of the officers any material term or other representatives named in such further certificatecondition thereof. (d) A certificate executed by The Borrower shall have paid (i) to the Treasurer Agent for its account and the account of the Company on behalf of Arranger the Company certifying that fees required by Section 2.03(b) to be paid as of the Closing Date, since December 31, 2000 there has been no material adverse change in Effective Date and (ii) to the business, financial condition, operations, properties or performance Agent for its account and the account of the Company Banks, as appropriate, the costs and its Subsidiaries, taken expenses required by Section 9.04 to be paid as a whole, or in the ability of the Company to perform its obligations under this Agreement or any NoteEffective Date. (e) Favorable opinions No Default or Event of Default shall have occurred and be continuing. (f) The representations and warranties contained in Article IV and in each other Credit Document shall be true and correct in all material respects. (g) The Agent shall have received the audited consolidating financial statements of the Borrower for the fiscal years ending 1996, 1997, and 1998, including the balance sheets and statements of operations, stockholders' equity and cash flow audited by independent public accountants of recognized national standing and, for the fiscal quarters ending June 30, 1998, September 30, 1998, and December 31, 1998, the unaudited balance sheet and statements of operations and cash flow, in all cases prepared in conformity with GAAP. (h) (i) the General Counsel of the Company in substantially the form of Exhibit D heretoSince September 30, 1998, no Material Adverse Change shall have occurred, and (ii) special counsel for no material adverse change shall have occurred in the Company financial or capital markets generally which the Agent or the Arranger in substantially its sole discretion deems material in connection with the form syndication of Exhibit E heretothis Agreement. (fi) A favorable opinion As of Sidley Xxxxxx Xxxxx & Xxxxthe date of this Agreement, counsel for there is no pending or, to the Agentbest knowledge of the Borrower, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Authority or arbitrator, which would reasonably be expected to cause a Material Adverse Change or which purports to affect the legality, validity, binding effect or enforceability of this Agreement or any other Credit Document or the consummation of any of the transactions contemplated hereby or thereby. (j) As of the date of this Agreement, the Credit Parties shall be in substantially compliance with all existing financial obligations. (k) The Agent shall have received information satisfactory to it regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities, and management of the form Credit Parties. (l) The Agent shall have received information satisfactory to it and the Lenders confirming that (i) the Credit Parties are taking all necessary and appropriate steps to ascertain the extent of, and to quantify and successfully address, business and financial risks facing the Credit Parties as a result of Exhibit F heretothe "Year 2000 Problem" (that is, the risk that computer applications used by the Credit Parties or the Acquired Business or any of its Subsidiaries (or suppliers, vendors, or customers) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), including risks resulting from the failure of key vendors and customers of the Credit Parties to successfully address the Year 2000 Problem, and (b) the Credit Parties' material computer applications will, and the Borrower has taken all reasonable steps to obtain assurances from its key vendors and suppliers that their material computer applications will, on a timely basis, adequately address the Year 2000 Problem (that is, be "Year 2000 Compliant"), except to the extent that the failure to be Year 2000 Compliant would not cause a Material Adverse Change.

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date hereunder is subject to the conditions precedent that that: (a) all acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws; (b) each of the Administrator and the Lender (or their respective agents and/or third party professional advisors) shall have completed, to its sole satisfaction, its legal, financial and business due diligence review of the Borrower, Freedom Financial and any other parties to the Transaction Documents, including, but not limited to (i) an officer a review of the Company shall have delivered to Servicing Policies and Procedures, the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company Servicer’s information systems and Henkel, reporting capabilities and (B) Henkel elected to have the purchase price paid in cashunderlying Contract documentation, (ii) all commitmentcomprehensive background checks on the Servicer’s senior management, facilitykey employees and principals, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) a review of the Agent financial statements of Freedom Financial, (iv) a review of the Organizational Documents of the Borrower and Freedom Financial; (c) other than changes occurring in the ordinary course of business, no information or materials are or should have been available to Borrower, Freedom Financial or any other party to the Transaction Documents as of the Closing Date that are materially inconsistent with the material previously provided to the Administrator and/or the Lender (or their respective agents and/or third party professional advisors) for its due diligence review of the Borrower, Freedom Financial and any such other party; (d) the Administrator shall have received on or before the Closing Date date of such Borrowing the followingfollowing items, each in form and substance satisfactory to the Administrator and the Lender, in their reasonable discretion: (i) a copy of this Agreement duly executed by each of the parties hereto; (ii) a certificate of the Manager of the Borrower dated the date of this Agreement, certifying (i) the names and true signatures of the incumbent officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by it hereunder (on which certificate the Administrator and the Lender may conclusively rely until such time as the Administrator shall receive from the Borrower a revised certificate meeting the requirements of this paragraph (b)), (ii) that the copies of the Organizational Documents of the Borrower attached thereto are complete and correct copies thereof and that such Organizational Documents have not been amended, modified or supplemented and are in full force and effect, (iii) that the copies of the Operating Documents of the Borrower attached thereto are complete and correct copies and that such Operating Documents have not been amended, modified or supplemented and are in full force and effect, and (iv) the resolutions of the Borrower’s manager approving and authorizing the execution, delivery and performance by the Borrower of this Agreement and the documents related thereto; (iii) a certificate of the Secretary or Assistant Secretary of Freedom Financial dated the date of this Agreement, certifying (i) the names and true signatures of the incumbent officers of Freedom Financial authorized to sign this Agreement and the other documents to be delivered by it hereunder (on which certificate the Administrator and the Lender may conclusively rely until such time as the Administrator shall receive from Freedom Financial a revised certificate meeting the requirements of this paragraph (b)), (ii) that the copies of the Organization Documents of Freedom Financial attached thereto are complete and correct copies thereof and that such Organizational Documents have not been amended, modified or supplemented and are in full force and effect, (iii) that the copies of the Operating Documents of Freedom Financial attached thereto are complete and correct copies and that such Operating Documents have not been amended, modified or supplemented and are in full force and effect, and (iv) the resolutions of Freedom Financial’s board of directors approving and authorizing the execution, delivery and performance by Freedom Financial of this Agreement and the documents related thereto; (iv) good standing certificates dated as of a recent date for each of the Closing Borrower and the Servicer issued by the Secretary of State of the State of Delaware and each other State in which the Borrower and/or the Servicer is required to be a qualified business entity to transact its business as proposed to be conducted; (v) copies to be filed on or before the initial Borrowing Date, or to the extent available file-stamped copies, of proper financing statements (the “Facility Financing Statements”) describing the Pledged Receivables, Related Security and other Pledged Assets and naming (i) Freedom Financial as debtor/seller, the Borrower as secured party/buyer and the Administrator as the total assignee of the Borrower and (ii) the Borrower as debtor and the Administrator, on behalf of the Lender, as secured party, and other, similar instruments or documents, as may be necessary or, in the opinion of the Administrator or the Lender, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Lender’s interests in all Pledged Receivables, Related Security and other Pledged Assets; (vi) executed lien releases, in form and substance satisfactory to the Agent Administrator in its sole discretion, necessary to release all security interests and (except for other rights of any Person in the Notes) Pledged Receivables, Related Security and other Pledged Assets previously granted by Freedom Financial or the Borrower, including, without limitation, with respect to the Heartland Debt which will be paid in sufficient copies for each Bank:full from the proceeds of the initial Borrowing hereunder; (avii) The Notes payable certified copies of requests for information or copies (or a similar UCC search report certified by a party acceptable to the order Administrator), dated a date reasonably near to the date of the Banksinitial Borrowing, respectively.listing all effective financing statements that name Freedom Financial or the Borrower (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the Facility Financing Statements were filed, together with copies of such financing statements (none of which, other than the Facility Financing Statements, shall cover any Pledged Assets); (bviii) Certified copies one or more favorable Opinions of (i) Counsel of Sxxxxxxx, Txxxxxx & Kxxxxx, counsel to the resolutions of Borrower and the Board of Directors of Servicer, with respect to, among other things, the Company approving due authorization, execution and delivery by the Borrower and Servicer of, and enforceability of, this Agreement and the Notes other Transaction Documents, the creation and perfection of the Companysecurity interests in favor of Administrator (for the benefit of the Lender) in the Pledged Assets and such other matters as the Administrator may reasonably request; (ix) any necessary third party consents to the closing of the transactions contemplated hereby; (x) a payoff letter, in form and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if anysubstance satisfactory to the Lender in its sole discretion, with respect to this Agreement the Heartland Debt; (xi) a copy of the PCA duly executed by Freedom Financial and the Notes.Borrower; (cxii) Signed copies a copy of a certificate each form of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized Dealer Agreement pursuant to sign this Agreement and the Notes and the other documents or certificates which any Receivables to be delivered Pledged hereunder were or are to be sold by the Company pursuant related Dealer to this Agreement. The Agent may conclusively rely on each Freedom Financial, as executed by such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, Dealer and submitting the signatures of the officers or other representatives named in such further certificate.Freedom Financial; (dxiii) A certificate the Pledge Agreement, duly executed by the Treasurer parties thereto; (xiv) the Guaranty, duly executed by the Freedom Financial; (xv) a Note evidencing Debt up to the Maximum Principal Amount in favor of ReMark, as Lender, duly executed by the Borrower; (xvi) the Lockbox Account Agreement, duly executed by the Servicer, the Borrower, the Lender and the Lockbox Bank; and (xvii) a data tape, data mappings and other items deemed necessary by the Lender or the Administrator to ensure the smooth transition of servicing in the event of the Company on behalf occurrence of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any NoteServicer Default. (e) Favorable opinions of (i) on or prior to the General Counsel Closing Date, Borrower shall have delivered or caused to be delivered to the Administrator Borrower’s reasonable best estimate of the Company fees, costs and expenses payable by Borrower, Freedom Financial and any other party to the Transaction Documents on or before the Closing Date in substantially connection with the form of Exhibit D heretotransactions contemplated by the Transaction Documents (including, and (ii) special counsel for without limitation, the Company in substantially the form of Exhibit E hereto.Structuring Fee); and (f) A favorable opinion the Administrator shall have received appropriate evidence that each of Sidley Xxxxxx Xxxxx & Xxxx, counsel Borrower and Freedom Financial has appointed an agent in New York City for the Agentpurpose of service of process in New York City and such agent shall agree in writing to give Administrator notice of any resignation of such service agent or other termination of the agency relationship. (g) notwithstanding anything herein to the contrary, each of the Lender and the Administrator may, in substantially their sole discretion, waive certain of the form eligibility criteria specified in Schedule V and/or certain of Exhibit F heretothe criteria specified in the definition of “Overconcentration Amount” with respect to the Receivables to be funded in connection with the initial Borrowing.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make its initial Advance a Loan on the occasion of the initial Borrowing by and of an Issuing Bank to issue the Company on or after the Closing Date is initial Letter of Credit, whichever shall first occur, shall be subject to the conditions precedent that that, on a date (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“HenkelEffective Date”) pursuant to not later than October 31, 2014, the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Administrative Agent shall have received on or before the Closing Date the following, each dated as : (a) Each of the Closing Datefollowing documents, which shall be dated the Effective Date and in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each BankAdministrative Agent: (ai) The This Agreement, duly executed and delivered by each of the Borrowers. (ii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of the Banks, respectivelyeach such Lender. (biii) Certified copies of (ix) the charter and by-laws of each Borrower, (y) the resolutions of the Board board of Directors directors (or equivalent governing body) of the Company each Borrower authorizing and approving this Agreement Agreement, the Guaranty and the Notes of and the Companytransactions contemplated by the Loan Documents, and (iiz) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the NotesLoan Documents. (civ) Signed copies of a A certificate of the Secretary secretary or an Assistant Secretary assistant secretary (or other appropriate officer or representative equivalent officer) of the Company each Borrower certifying the names and true signatures of the officers or other representatives of the Company each Borrower authorized to sign this Agreement Agreement, the Guaranty and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificatehereunder. (d) A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto. (fv) A favorable opinion of Sidley Xxxxxx (x) Xxxxxx, Xxxxx & XxxxXxxxxxx LLP U.S. counsel to the Borrowers and (y) certain local counsel to each of the Euro Borrowers, counsel for in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (vi) A certificate of a senior officer of the U.S. Borrower to the effect that (x) the representations and warranties contained in substantially Article V (Representations and Warranties) are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default. (vii) Such other certificates, documents, agreements and information respecting any Borrower as any Lender through the form Administrative Agent may reasonably request, including without limitation, at least five Business Days prior to the Effective Date, all documentation and other information relating to the Borrowers required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by any of Exhibit F heretothe Administrative Agent and the Lenders at least 10 Business Days prior to the Effective Date. (b) Confirmation that the U.S. Borrower has paid all accrued fees and expenses of the Administrative Agent (including, without limitation, amounts then payable under the Agency Fee Letter) and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all accrued but unpaid fees (including, without limitation, facility fees) and expenses under the Existing Credit Agreement.

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial an Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the following conditions precedent that (i) an officer each of the Company shall have delivered documents referred to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant below to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent shall have received on or before the Closing Date the following, each dated as of the Closing Date, be in form and substance satisfactory to the Agent Administrative Agent, dated a date on or within 10 days prior to the date hereof and (except for the Notes) in sufficient copies for each Bank:): (a) The Notes payable to the order Administrative Agent shall have received, on behalf of the Banks, respectively.a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to: (b) Certified copies of (i) the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes.Agreement, (cii) Signed copies of a certificate true and correct copy of the Secretary or an Assistant Secretary or other appropriate officer or representative bylaws of the Company certifying Borrower as then in effect and (iii) the names and true signatures of the officers or other representatives of the Company Borrower authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered hereunder. (b) The Administrative Agent shall have received, on behalf of the Banks, a copy of the restated articles of incorporation of the Borrower and each amendment thereto, each certified by the Company pursuant Secretary of State of the State of Utah as being a true and correct copy thereof, and a certificate of said Secretary of State stating that the Borrower has legal existence and is in good standing with the office of said Secretary of State. (c) The Administrative Agent shall have received, on behalf of the Banks, (i) the executed legal opinion of Xxxxx X. Xxxxxxx, Xx., Associate General Counsel of the Borrower, substantially in the form of Exhibit C-1 hereto and (ii) the executed legal opinion of Xxxxxxx X. Xxxxxxxxxxx, Esq., Utah counsel for the Borrower, substantially in the form of Exhibit C-2 hereto, covering such matters relating to this Agreement. The Agreement and the transactions hereunder and as to such other matters as any Bank through the Administrative Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificatereasonably request. (d) A certificate executed by the Treasurer of the Company The Administrative Agent shall have received, on behalf of the Company certifying that as Banks, a favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Closing DateAdministrative Agent, since December 31, 2000 there has been no material adverse change substantially in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto. (e) The Borrower shall have paid all fees due and payable as of or before the Closing Date to the Banks. (f) The Administrative Agent shall have received, on behalf of the Banks, a certificate from an officer of the Borrower to the effect that (i) no Default hereunder shall have occurred and be continuing; (ii) no Default under, and as defined in, the Existing Revolving Credit Agreement shall have occurred and be continuing; and (iii) each of the representations and warranties in Section 4.01 of this Agreement is true and correct on the date hereof. (g) The Administrative Agent shall have received evidence that, on or prior to the Closing Date, (i) the outstanding principal amount of each of the outstanding “Advances” and “Special Rate Loans” under, and as defined in, the Existing Revolving Credit Agreement, together with all accrued and unpaid interest thereon, all fees payable in respect thereof and all other amounts payable thereunder shall have been paid in full, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto“Commitments” as defined therein shall have been canceled. (f) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx, counsel for the Agent, in substantially the form of Exhibit F hereto.

Conditions Precedent to Initial Borrowing. The obligation of each Bank the Lender to make its initial an Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date hereunder is subject to the satisfaction of the following conditions precedent that before or concurrently with the initial Borrowing: (ia) an officer The Borrower shall have paid all accrued fees and expenses of the Company shall have delivered Lender (including the accrued fees (up to an amount equal to not more than the lesser of (x) $19,000 and (y) the sum of $14,000 plus 50% of such fees in excess of $14,000) and expenses of counsel to the Agent a certificate stating that (ALender) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated extent requested as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such the initial Advance, shall have been paid by the Company and Borrowing. (iiib) the Agent The Lender shall have received on or before the Closing Date day of the initial Borrowing the following, each dated as of the Closing Datesuch day (unless otherwise specified), in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each BankLender: (ai) The Notes A Note payable to the order of the Banks, respectivelyLender in the face amount of the Lender's Commitment. (bii) Certified copies of (i) the resolutions of the Board of Directors of the Company Borrower, approving this Agreement and the Notes of the CompanyNote, and (ii) of all documents evidencing other necessary corporate or other authorizing action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement and the NotesNote. (ciii) Signed copies A copy of a certificate of the Secretary of State of the jurisdiction of the Borrower's incorporation, dated reasonably near the date of the initial Borrowing, listing the charter of the Borrower and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's charter on file in the Secretary of State's office, (B) the Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (iv) A certificate of the Borrower, signed on behalf of the Borrower by its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate referred to in Section 3.01(b)(iii) and (B) a true and correct copy of the bylaws of the Borrower as in effect on the date of the initial Borrowing. (v) A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company Borrower certifying the names and true signatures of the officers or other representatives of the Company Borrower authorized to sign this Agreement and Agreement, the Notes Note and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such hereunder. (vi) A certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificate. (d) A certificate executed by the Treasurer of the Company on behalf of the Company Borrower certifying that on and as of the Closing Date, since December 31, 2000 there date of such certificate no event has been no material adverse change occurred or circumstance exists that would reasonably be expected to result in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any NoteMaterial Adverse Change. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto. (f) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx, counsel for the Agent, in substantially the form of Exhibit F hereto.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make its initial Advance a Loan on the occasion of the initial Borrowing by and of an Issuing Bank to issue the Company on or after the Closing Date is initial Letter of Credit, whichever shall first occur, shall be subject to the conditions THIRD AMENDED AND RESTATED CREDIT AGREEMENT precedent that that, on a date (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“HenkelEffective Date”) pursuant to not later than July 19, 2013, the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Administrative Agent shall have received on or before the Closing Date the following, each dated as : (a) Each of the Closing Datefollowing documents, which shall be dated the Effective Date and in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each BankAdministrative Agent: (ai) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the Banks, respectivelyeach Lender requesting a Revolving Loan Note. (bii) Certified copies of (ix) the charter and by-laws of the Company, (y) the resolutions of the Board of Directors of the Company authorizing and approving this Agreement and the Notes of other Loan Documents and the Companytransactions contemplated by the Loan Documents, and (iiz) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the NotesLoan Documents. (ciii) Signed copies of a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes other Loan Documents and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate hereunder. (iv) A favorable opinion of the Company’s Law Department, and submitting the signatures of the officers or other representatives named substantially in such further certificate. (d) A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D heretoand covering such other matters relating hereto as any Lender, and (ii) special counsel for through the Company in substantially the form of Exhibit E heretoAdministrative Agent, may reasonably request. (fv) A favorable opinion of Sidley Xxxxxx Xxxxx & XxxxXxxx Xxxxxxx LLP, special New York counsel for to the Administrative Agent, substantially in substantially the form of Exhibit F heretoE. (vi) A certificate of a senior officer of the Company to the effect that (x) the representations and warranties contained in Section 5.01 are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default. (b) Confirmation that the Company has delivered a written notice to each Departing Lender terminating as of the Effective Date all commitments of the Departing Lenders under the Existing Credit Agreement, and all amounts owing (whether or not due) under the Existing Credit Agreement and related documents through and including the Effective Date to each Departing Lender shall have been paid in full. (c) Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have been invoiced to the Company at least two (2) Business Days prior to the Effective Date, (2) the Company has paid in full the accrued and unpaid interest on the Loans as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreement and (3) all Existing Letters of Credit have become Letters of Credit pursuant to Section 2.04(c).

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make its initial an Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the conditions precedent that (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Administrative Agent shall have received received, on or before the Closing day of the Effective Date (unless otherwise indicated), the following, each dated as of the Closing Datesame day (unless otherwise indicated), in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Bank: (a) The Notes payable to the order of the Banks, respectively. (b) Certified copies of (i) the resolutions of the Board of Directors of the Company Borrower, approving this Agreement and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the NotesAgreement. (cb) Signed copies of a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company Borrower, certifying the names and true signatures of the officers or other representatives of the Company Borrower authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered hereunder. (c) Copies of the currently-effective articles or certificates of incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate appropriate governmental authority of the Company until State of Utah and one dated the Agent shall receive a further certificate date of the Secretary initial Borrowing, executed by the President, a Vice President, the Secretary, or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificateBorrower. (d) A Copies of the currently-effective Bylaws, and all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the Treasurer President, a Vice President, the Secretary, or Assistant Secretary of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any NoteBorrower. (e) Favorable opinions of (i) the General Counsel counsel of the Company Borrower and special New York counsel to the Borrower, substantially in substantially the form forms of Exhibit D heretoEXHIBIT C-1 and C-2 respectively, hereto and (ii) special counsel for as to such other matters as any Bank through the Company in substantially the form of Exhibit E heretoAdministrative Agent may reasonably request. (f) A favorable opinion of Sidley Xxxxxx Xxxxx & XxxxHaynxx xxx Boonx, X.L.P., counsel for the Administrative Agent, substantially in substantially the form of Exhibit F EXHIBIT D hereto.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make its initial Advance a Loan on the occasion of the initial Borrowing by the Company on or after the Closing Date is shall be subject to the conditions precedent that that, on a date (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“HenkelEffective Date”) pursuant to not later than August 5, 2003, the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Administrative Agent shall have received on or before the Closing Date each of the following, each dated as : (a) Each of the Closing Datefollowing documents, which shall be in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each BankLender: (ai) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of the BanksLenders, respectively. (bii) Certified copies of (ix) the charter and by-laws of the Company, (y) the resolutions of the Board of Directors of the Company authorizing and approving this Agreement and the Notes of the CompanyNotes, and (iiz) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes. (ciii) Signed copies of a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate hereunder. (iv) A favorable opinion of the Company’s Law Department, and submitting the signatures of the officers or other representatives named substantially in such further certificate. (d) A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D heretoand covering such other matters relating hereto as any Lender, and (ii) special counsel for through the Company in substantially the form of Exhibit E heretoAdministrative Agent, may reasonably request. (fv) A favorable opinion of Sidley Milbank, Tweed, Xxxxxx Xxxxx & XxxxXxXxxx LLP, special New York counsel for to the Administrative Agent, substantially in substantially the form of Exhibit F heretoE. (vi) A certificate of a senior officer of the Company to the effect that (x) the representations and warranties contained in Section 5.01 are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default. CREDIT AGREEMENT (vii) The Communications Agreement, duly executed and delivered by the Company. (b) Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), including without limitation all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have been invoiced to the Company at least two (2) Business Days prior to the Effective Date, and (2) the Company has paid in full the principal of and interest on the Loans and the Notes as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreement and has terminated the Commitments as defined therein.

Conditions Precedent to Initial Borrowing. The obligation of each Bank the Lenders to make its initial Advance on the occasion of Advances hereunder comprising the initial Borrowing by the Company on or after the Closing Date is shall be subject to the conditions precedent that (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Servicer as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (e) below and any SEC filings required by Applicable Law to be made by NewStar Financial Inc. after the Closing Date), if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of (i) a Responsible Officer of the Borrower and (ii) a Responsible Officer of the Collateral Servicer certifying (A) as to its Constituent Documents, (B) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (C) that its respective representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (D) no Default or Event of Default has occurred and is continuing, and (E) as to the incumbency and specimen signature of each of its respective Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, under the UCC in all jurisdictions that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) copies of proper financing statements, amendments, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (g) legal opinions (addressed to each of the Secured Parties and Xxxxx’x) of (i) Dechert LLP, counsel to the Borrower and the Collateral Servicer and (ii) Xxxxx Xxxxxxx LLP, counsel to the Trustee, covering such matters as the Administrative Agent and its counsel shall reasonably request; (h) evidence satisfactory to it that all of the Covered Accounts shall have been established; and the Account Control Agreement shall have been executed and delivered by the Borrower, the Trustee and the Custodian and shall be in full force and effect; (i) evidence satisfactory to it that the Borrower shall have paid (i) the fees to be received by Natixis on or prior to the Closing Date pursuant to this Agreement and each other Facility Document; (ii) the accrued reasonable fees and expenses in connection with the transactions contemplated hereby of (A) Ashurst LLP, counsel to the Administrative Agent and Lenders, (B) counsel to Xxxxx’x, if any, and (C) Xxxxx Peabody LLP, counsel to the Trustee; and (iii) the fees to be received by Xxxxx’x on or prior to the Closing Date pursuant to the engagement letter dated as of November 4, 2011 between the Borrower and Xxxxx’x; (j) Delivery of the Collateral (including any promissory note, executed assignment agreements and copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each initial Collateral Loan) in accordance with Section 13.20 shall have been effected; (k) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, in form and substance satisfactory to the Agent effect that, in the case of each item of Collateral pledged to the Trustee, on the Closing Date and (except for immediately prior to the Notes) in sufficient copies for each Bankdelivery thereof on the Closing Date: (a) The Notes payable to the order of the Banks, respectively. (b) Certified copies of (i) the resolutions Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Board of Directors of the Company approving this Agreement and the Notes of the CompanyClosing Date, and (iiB) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect those granted pursuant to this Agreement and the Notes.Account Control Agreement and (C) Permitted Liens; (cii) Signed copies the Borrower has acquired its ownership in such Collateral in good faith without notice of a certificate of any adverse claim, except as described in clause (i) above; (iii) the Secretary Borrower has not assigned, pledged or an Assistant Secretary otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized than interests granted pursuant to sign this Agreement and the Notes Account Control Agreement; (iv) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Trustee; and (v) upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Trustee has a first priority perfected security interest in the Collateral; (l) a certificate of a Responsible Officer of the Borrower to the effect that attached thereto is a true and correct copy of a rating letter satisfactory to the Administrative Agent, delivered and signed by Xxxxx’x and confirming that the Facility has been assigned a rating by Xxxxx’x; (m) evidence that NewStar Financial, Inc. has contributed at least $70,000,000 of Cash or aggregate outstanding principal balance of Collateral Loans (provided that Collateral Loans purchased at a purchase price (exclusive of accrued interest) below 97.0% of the outstanding principal balance thereof will be carried at their purchase price) to the Borrower, determined after giving effect to any and all fees, costs and expenses required by this Agreement or any other Facility Document to be paid by the Borrower on or prior to the Closing Date; (n) a Retention of Net Economic Interest Letter substantially in the form of Exhibit F; (o) a certificate of a Responsible Officer of the Collateral Servicer to the effect that each Collateral Loan that has received a Xxxxx’x credit estimate rating or a Xxxxx’x RiskCalc credit estimate rating as permitted by this Agreement and that otherwise does not have a Xxxxx’x public rating (i) has received such credit estimate rating within the 12 month period prior to the Closing Date and (ii) if such rating has not been refreshed within the six months period prior to the Closing Date, is in-process to be refreshed by Xxxxx’x; (p) such other opinions, instruments, certificates and documents from the Borrower as the Administrative Agent or any Lender shall have reasonably requested; (q) all legal and due diligence matters incident to this Agreement and the other documents or certificates Facility Documents shall be satisfactory to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such Borrower, the Administrative Agent, the Lenders and their respective counsel; (r) a certificate of the Company until the Agent shall receive a further certificate Responsible Officer of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the CompanyBorrower, and submitting the signatures of the officers or other representatives named in such further certificate. (d) A certificate executed by the Treasurer of the Company on behalf of the Company certifying that dated as of the Closing Date, since December 31, 2000 there has been no material adverse change in indicating that the business, financial condition, operations, properties or performance of Collateral Loans owned by the Company and its Subsidiaries, taken as a whole, or in Borrower on the ability of the Company to perform its obligations under this Agreement or any Note. (e) Favorable opinions of Closing Date have (i) the General Counsel of the Company in substantially the form of Exhibit D heretoa Diversity Score greater than or equal to 12, (ii) a Weighted Average Floating Spread greater than or equal to 4.75%, (iii) a Weighted Average Xxxxx’x Rating Factor less than or equal to 3490, and (iiiv) special counsel for a Weighted Average Life of less than or equal to 4.0 years from the Company in substantially the form of Exhibit E hereto.Closing Date; (fs) A favorable opinion an agreed-upon procedures letter of Sidley Xxxxxx Xxxxx & Xxxx, counsel Independent Accountants relating to the Collateral Loans owned by the Borrower; (t) evidence that the Borrower has directed the Trustee to deposit the Closing Expense Account Amount into the Closing Expense Account for use pursuant to Section 8.03(c); and (u) a Notice of Borrowing prepared by the Borrower in accordance with Section 2.02 (except that the three Business Days notice requirement contained therein is hereby waived by the Administrative Agent, ) and submitted to each Lender and the Administrative Agent requesting an amount specified in substantially the form of Exhibit F heretoFee Letter.

Conditions Precedent to Initial Borrowing. The This Agreement (and the amendment and restatement of the Existing Credit Agreement to be effected hereby) and the obligation of each Bank Lender to make its initial Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is shall be subject to the conditions precedent that (i) an officer satisfaction, on or before July 30, 2007, of the Company shall have delivered to the Agent a certificate stating that following conditions precedent: (Aa) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Xxxxxx Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the The Administrative Agent shall have received counterparts of this Agreement executed by the parties hereto. (b) The following statements shall be true on the Effective Date and the Administrative Agent shall have received, with a copy for each Lender, a certificate signed by a duly authorized officer of each Borrower, dated the Effective Date, stating that: (i) the representations and warranties made by such Borrower and contained in Section 4.01 are true and correct on and as of the Effective Date (it being understood and agreed that any representation or before warranty which expressly refers by its terms to a specified date shall be required to be correct in all material respects only as of such date), and (ii) no Default has occurred and is continuing on and as of the Closing Date Effective Date. (c) The Administrative Agent shall have received the following, each dated as of the Closing Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each BankLender: (ai) The Notes payable If requested by any Lender pursuant to Section 2.01(c), a Note for the order account of such Lender, duly executed by each Borrower, in the Banks, respectivelyamount of such Lender’s Commitment as in effect on the Effective Date. (bii) Certified copies of the certificate of incorporation and by-laws of each Borrower as in effect on the Effective Date. (iiii) Certified copies of the resolutions of the Board of Directors of each of the Company Borrowers approving this Agreement and the Notes of the CompanyNotes, and (ii) of all documents evidencing other necessary corporate or other authorizing action action, third-party and governmental approvalsapprovals and consents, if any, with respect to this Agreement and the Notes. (civ) Signed copies of a A certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of each of the Company Borrowers certifying the names and true signatures of the officers or other representatives of each of the Company Borrowers, respectively, authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement. The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificatehereunder. (dv) A certificate executed Evidence that all principal, interest and other amounts owing by the Treasurer Borrowers under the Existing Credit Agreement to any lender thereunder that is not a Lender hereunder shall have been (or shall simultaneously be) paid in full and all commitments to extend credit thereunder of any such lender shall have been terminated, in each case in a manner satisfactory to the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any NoteAdministrative Agent. (evi) Favorable opinions An opinion of (i) the Xxxx Xxxx Xxxxx, Esq., Managing Director, Secretary and Assistant General Counsel of the Company Ambac Financial, substantially in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto. (fvii) A favorable An opinion of Sidley Xxxxxx Xxxxx & XxxxX. Xxxxx, counsel for the AgentEsq., Senior Vice President and General Counsel of Ambac Assurance, substantially in substantially the form of Exhibit F hereto. (viii) An opinion of XxXxxx, Xxxx & Xxxxxxx, S.C., Wisconsin special counsel to Ambac Assurance, substantially in the form of Exhibit G hereto. (ix) An opinion of Xxxxx Xxxxx L.L.P., special New York counsel for the Borrowers, substantially in the form of Exhibit H hereto. (x) An opinion of an external counsel for the Borrowers saying that neither Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, in form and substance satisfactory to the Administrative Agent. (xi) An opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit I hereto. (d) The Administrative Agent shall have received payment of all fees, costs and expenses due and payable by the Borrowers on the Effective Date pursuant to this Agreement.