Common use of Conditions Precedent to Clause in Contracts

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall have occurred no material adverse change in the operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since December 31, 1999. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 4.01(d) hereto (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (bc) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company Borrower and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunderrequested. (cd) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (de) The Company Borrower shall have notified the Agent in writing as to the proposed Effective Date. (ef) The Company Borrower shall have paid all reasonable accrued fees and expenses of the Agent and the Lenders (including the invoiced reasonable accrued fees and expenses of counsel to the Agent). (fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (gh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by itNotes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. CameraJonex, General Counsel of the CompaxxXxy, xxx xx XlearyReavxx & Pogux, Gottlieb, Steen & Hamilton, counsel xxunsel for the CompanyBorrower, substanxxxxxy substantially in the form of Exhibits D-1 Exhibit D hereto and D-2 hereto, respectivelyas to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (hi) The termination Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Credit Agreement dated as of December 19, 1995 among the commitments Borrower, the lenders parties thereto and The Chase Manhattan Bank (National Association), as agent. Each of the Lenders and that is a party to such Credit Agreement hereby waives, upon execution of this Agreement, the payment in full three Business Day's notice required by Section 4.4 of all Debt outstanding under such Credit Agreement relating to the bilateral credit agreements and other confirmed lines termination of credit listed on Schedule 3.01(h)commitments thereunder.

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03Each Loan and Each L/C. Subject to the Term A Loan, which the Lenders may, in their absolute discretion, agree to make notwithstanding non-satisfaction of the following conditions if they are obligated to do so under the terms of the Commitment Letter. Sections 2.01 It shall be a further condition precedent that at the time of the making of each Loan and 2.03 the issuance of this Agreement each L/C (before as well as after giving effect to such Loans and Letters of Credit and the proposed use of the proceeds thereof) the following statements must be true: (a) with respect to each Loan and each L/C, the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.07(e) shall become effective demonstrate that, after giving effect to the making of such Loan or the issuance of such L/C, as the case may be, the Borrowing Availability will not be less than zero; and (b) the use of proceeds from such Loan will not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction or regulation, or determination of any court of law or other Governmental Authority; (c) all legal proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have been reasonably satisfactory in form and substance to the Lenders; (d) no Default or Event of Default shall exist at such time or arise from the making of such Loan or the issuing of such L/C; (e) all representations and warranties contained in the Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the first date that such Loan is made or such L/C is issued; (f) since the "EFFECTIVE DATE") on which date of the following conditions precedent most recent financial statements of the Domestic Borrower and its Subsidiaries described in Section 7.14 or, if later, delivered to the initial Advance by any Lender Lenders pursuant to Section 8.07(a) or (b), there shall have been satisfied: (a) There shall exist no action, suit, investigation, litigation event or proceeding affecting the Company change which has had or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be reasonably likely expected to have a Material Materially Adverse Effect Effect; and (g) the Administrative Agent shall have received such other documents, certificates, information or (ii) purports legal opinions as the Lenders may reasonably request, all in form and substance reasonably satisfactory to affect the legality, validity or enforceability Lenders. Each Notice of this Agreement Borrowing given by the Borrower Representative or any Note Borrower in accordance with the terms hereof and the acceptance by the Borrower Representative or any Borrower of the proceeds of any Loan, and each request for an L/C given by the Borrower Representative or any Borrower in accordance with the terms hereof, shall constitute a representation and warranty by all Borrowers, made as of the time of the making of such Loan or the consummation issuance of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe such L/C that the Information Memorandum was or has become misleading, incorrect or incomplete conditions specified in any material respect; without limiting the generality of the foregoing, the Lenders shall this Section 6.02 have been given fulfilled as of such access to time. In the managementevent that, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition delivery of any conditions such Notice of Borrowing, any Borrower is required to amend any item of any Schedule of this Agreement in order that are not acceptable to the Lendersstatement set forth in Section 6.02(e) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and correct, the Borrower's Representative shall deliver to the Administrative Agent at least five (5) Business Days prior to the date of Borrowing requested or to be requested, a request that such item of such Schedule be amended, and the Administrative Agent shall have received for promptly forward such request to the account Lenders. To the extent that the Required Lenders in their sole and absolute discretion to such requested amendment or otherwise agree, in their sole and absolute discretion, to make any Loans or issue any Letters of each Lender a certificate signed by a duly authorized officer Credit after receipt of such request, the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes proposed to be delivered amended by it, and such requested amendment to such Schedule will be deemed amended for purposes of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by itAgreement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03Each Borrowing and Extension of ------------------------------------------------------- Commitment. Sections 2.01 The obligation of each Lender to make a Loan on the occasion of a ---------- Borrowing (including the initial Borrowing) and 2.03 the extension of this Agreement any Lender's Commitment pursuant to Section 2.17 shall become effective on and as be subject to the satisfaction of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfiedprecedent: (a) There in the case of a Borrowing, the Administrative Agent shall exist no actionhave received a Notice of Borrowing or Competitive Bid Notice of Borrowing, suitas the case may be, investigationwith respect thereto in accordance with Section 2.02 or Section 2.03, litigation or proceeding affecting as the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.case may be; and (b) Nothing shall have come to on the attention date of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was such Borrowing or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given on such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, Extension Date the following statements shall be true (and each of the giving of the Notice of Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the Agent shall have received for acceptance by the account of each Lender a certificate signed by a duly authorized officer Borrower of the Companyproceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Competitive Bid Borrowing, dated as the Effective Datecase may be, stating that:such statements are true): (i) The except to the extent provided below, the representations and warranties of the Borrower contained in Section 4.01 Article IV are true and correct in all material respects on and as of the Effective date of such Borrowing or Competitive Bid Borrowing, as the case may be, or on such Extension Date, andbefore and after giving effect to such Borrowing or Competitive Bid Borrowing, as the case may be, or to the extension of any Lender's Commitment pursuant to Section 2.17 and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case it was correct as of such earlier date; provided that the representations contained in Section 4.04(c) and Section 4.05 need only be true and correct on the Effective Date and on each date of an extension of any Lender's Commitment pursuant to Section 2.17; (ii) No no event has occurred and is continuing that continuing, or would result from such Borrowing or Competitive Bid Borrowing, as the case may be, or from the application of the proceeds therefrom, which constitutes a Default or Event of Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it.; and (iii) A certificate immediately after such Borrowing or Competitive Bid Borrowing, as the case may be, the aggregate outstanding principal amount of the Secretary or an Assistant Secretary Loans will not exceed the aggregate amount of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunderCommitments. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03Each Loan and Each L/C. Subject to the Term A Loan, which the Lenders may, in their absolute discretion, agree to make notwithstanding non-satisfaction of the following conditions if they are obligated to do so under the terms of the Commitment Letter. Sections 2.01 It shall be a further condition precedent that at the time of the making of each Loan and 2.03 the issuance of this Agreement each L/C (before as well as after giving effect to such Loans and Letters of Credit and the proposed use of the proceeds thereof) the following statements must be true: (a) with respect to each Loan and each L/C, the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.07(e) shall become effective demonstrate that, after giving effect to the making of such Loan or the issuance of such L/C, as the case may be, the Borrowing Availability will not be less than zero; and (b) the use of proceeds from such Loan will not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction or regulation, or determination of any court of law or other Governmental Authority; (c) all legal proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have been reasonably satisfactory in form and substance to the Lenders; (d) no Default or Event of Default shall exist at such time or arise from the making of such Loan or the issuing of such L/C; (e) all representations and warranties contained in the Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the first date that such Loan is made or such L/C is issued; (f) since the "EFFECTIVE DATE") on which date of the following conditions precedent most recent financial statements of the Domestic Borrower and its Subsidiaries described in Section 7.14 or, if later, delivered to the initial Advance by any Lender Lenders pursuant to Section 8.07(a) or (b), there shall have been satisfied: (a) There shall exist no action, suit, investigation, litigation event or proceeding affecting the Company change which has had or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be reasonably likely expected to have a Material Materially Adverse Effect Effect; and (g) the Administrative Agent shall have received such other documents, certificates, information or (ii) purports legal opinions as the Lenders may reasonably request, all in form and substance reasonably satisfactory to affect the legality, validity or enforceability Lenders. Each Notice of this Agreement Borrowing given by the Borrower Representative or any Note Borrower in accordance with the terms hereof and the acceptance by the Borrower Representative or any Borrower of the proceeds of any Loan, and each request for an L/C given by the Borrower Representative or any Borrower in accordance with the terms hereof, shall constitute a representation and warranty by all Borrowers, made as of the time of the making of such Loan or the consummation issuance of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe such L/C that the Information Memorandum was or has become misleading, incorrect or incomplete conditions specified in any material respect; without limiting the generality of the foregoing, the Lenders shall this Section 6.02 have been given fulfilled as of such access to time. In the managementevent that, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition delivery of any conditions such Notice of Borrowing, any Borrower is required to amend any item of any Schedule of this Agreement in order that are not acceptable to the Lendersstatement set forth in Section 6.02(e) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and correct, the Borrower's Representative shall deliver to the Administrative Agent at least five (5) Business Days prior to the date of Borrowing or L/C issuance requested or to be requested, a request that such item of such Schedule be amended, and the Administrative Agent shall have received for promptly forward such request to the account Lenders. To the extent that the Required Lenders in their sole and absolute discretion agree to such requested amendment or otherwise agree, in their sole and absolute discretion, to make any Loans or issue any L/C's after receipt of each Lender a certificate signed by a duly authorized officer of such request, the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes proposed to be delivered amended by it, and such requested amendment to such Schedule will be deemed amended for purposes of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by itAgreement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (db) The Company Borrower shall have notified the Administrative Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (fc) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (gd) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit A Notes) in sufficient copies for each Lender: (i) The Revolving Credit A Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes to be delivered by itNotes, the Borrower's bylaws and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by itNotes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, an Associate General Counsel of the CompaxxBorrower, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy substantially in the form of Exhibits D-1 Exhibit D hereto and D-2 hereto, respectivelyas to such other matters as any Lender through the Administrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATEEffective Date") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 2003 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders and there shall have been given such access to no material adverse change in the managementstatus, records, books of account, contracts and properties of or financial effect on the Company and its Consolidated Subsidiaries as they shall have reasonably requested taken as a basis for making its decision to enter into its commitment hereunderwhole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the invoiced accrued fees and expenses of counsel to the Agent), in each case solely to the extent such fees and expenses are required by other provisions of this Agreement to be so paid. (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders Lenders, respectively, to the extent requested by any Lender pursuant to Section 2.162.18. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement (including the Commitment Increase 34 contemplated by Section 2.05(c)) and the Notes to be delivered by itof the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by itsuch Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it of the Company and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. CameraXxxxxx X. Xxxxxx, Senior Vice President, General Counsel and Secretary of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy substantially in the form of Exhibits D-1 Exhibit G hereto and D-2 hereto, respectivelyas to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (vi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request prior to the Effective Date. (h) The termination Company shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the $200,000,000 Amended and Restated Five-Year Credit Agreement dated as of November 27, 2001 (as amended, amended and restated, supplemented or otherwise modified from time to time, the commitments "Five-Year Credit Agreement") among the Company, as borrower, the lenders and arrangers parties thereto and Citibank, as administrative agent, (ii) the $200,000,000 Amended and Restated 364-Day Credit Agreement dated as of November 27, 2001, amended and restated as of November 26, 2002 and further amended and restated as of November 25, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement"), and (iii) the $500,000,000 364-Day Credit Agreement dated as of July 28, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "2004 Credit Agreement") and each of the Lenders that is a party to each such credit facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the Five-Year Credit Agreement, Section 2.05 of the 364-Day Credit Agreement and Section 2.05 of the payment in full 2004 Credit Agreement, respectively, relating to the termination of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h)commitments thereunder.

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03All Loans and Letters of Credit. Sections 2.01 Each of the following is an additional condition precedent to Agent and 2.03 Lenders making Loans and/or providing Letters of this Agreement Credit to Borrowers, including the initial Loans and Letters of Credit and any future Loans and Letters of Credit: (a) all representations and warranties contained herein and in the other Financing Agreements shall become effective be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the first date of the making of each such Loan or providing each such Letter of Credit, and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (the "EFFECTIVE DATE") on in which the following conditions precedent to the initial Advance by any Lender case such representations and warranties shall have been satisfied:true and accurate on and as of such earlier date); (ab) There no law, regulation, order, judgment or decree of any Governmental Authority shall exist exist, and no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries shall be pending or threatened in any court or before any courtarbitrator or Governmental Authority, governmental agency or arbitrator that which (i) could be reasonably likely purports to have a Material Adverse Effect enjoin, prohibit, restrain or otherwise affect (A) the making of the Loans or providing the Letters of Credit, or (iiB) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come pursuant to the attention terms hereof or the other Financing Agreements or (ii) has or could reasonably be expected to have a material adverse effect on the assets, business or prospects of Borrowers and their Subsidiaries, taken as whole, or would impair the ability of any Borrower to perform its obligations hereunder or under any of the Lenders during the course other Financing Agreements or of their due diligence investigation Agent to lead them to believe that the Information Memorandum was enforce any Obligations or has become misleading, incorrect or incomplete in realize upon any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder.Collateral; and (c) All governmental no Default or Event of Default shall exist or have occurred and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct continuing on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes date of the Company to the order making of the Lenders to the extent requested by any Lender pursuant to Section 2.16such Loan or providing each such Letter of Credit and after giving effect thereto. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall have occurred no Material Adverse Change since December 27, 2003. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (bc) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum and all other Confidential Information provided to the Lenders prior to the date hereof was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company Borrower and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunderrequested. (cd) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (de) The Company Borrower shall have notified the Agent in writing as to the proposed Effective Date. (ef) The Company Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued reasonable fees and expenses of counsel to the AgentArrangers). (fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (gh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.162.17. (ii) a guaranty in substantially the form of Exhibit D hereto (together with each other guaranty or guaranty supplement delivered pursuant to Section 5.01(j), in each case as amended, the "GUARANTY"), duly executed by each Guarantor. (iii) Certified copies of the resolutions of the Board of Directors of the Company each Loan Party approving this Agreement and the Notes each Loan Document to which it is or is to be delivered by ita party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes each Loan Document to which it is or is to be delivered by ita party. (iiiiv) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and the Notes each Loan Document to which it is or is to be delivered by it a party and the other documents to be delivered by it hereunderhereunder and thereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03Each Party's Obligation to Effect the Merger. Sections 2.01 and 2.03 The respective obligations of this Agreement each Party to effect the Merger shall become effective be subject to the fulfillment or satisfaction, prior to or on and as the Closing Date, of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfiedconditions: (a) There The Merger shall exist no actionhave been duly approved by the requisite vote of the outstanding shares of Company Common Stock entitled to vote thereon in accordance with the FBCA. (b) The Split-Off and the Amendment and Restatement of Parent Corporate Charter shall have been duly approved by the requisite vote of the outstanding shares of Parent Common Stock entitled to vote thereon in accordance with the DGCL. (c) Except for the filing of the Articles of Merger, suitall authorizations, investigationconsents, litigation orders, declarations or proceeding affecting approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any governmental or regulatory authority, domestic or foreign, which the Company failure to obtain, make or occur would have the effect of making the Merger or any of its Consolidated Subsidiaries pending the transactions contemplated hereby illegal or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to would have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note on Parent or the consummation of Company (as Surviving Corporation), assuming the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleadingMerger had taken place, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the managementobtained, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law made or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyoccurred. (d) Parent shall have consummated the Private Placement Offering, and shall have raised in the Private Placement Offering gross proceeds of at least $25,000,000, excluding an anticipated investment of $1,225,000 by Emalfarb through an exchange and cancellation of existing debt owed to Emalfarb by the Company, unless the Company agrees in its sole discretion that a lesser amount of gross proceeds can be raised in the Private Placement Offering but in no event less than $20,000,000, excluding such anticipated investment by Emalfarb, all without waiver of or modification from any of the material terms or conditions of the Offering Subscription Agreements, unless such changes have been previously agreed to in writing by the Company. The Company shall have notified the Agent right to accept or reject any of the Offering Subscription Agreements, in writing as to the proposed Effective Dateits discretion. (e) The Company Each of the transactions contemplated by the Split-Off Agreement shall have paid all accrued fees and expenses of been consummated in accordance with the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent)terms thereof. (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATEEffective Date") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 2003 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders and there shall have been given such access to no material adverse change in the managementstatus, records, books of account, contracts and properties of or financial effect on the Company and its Consolidated Subsidiaries as they shall have reasonably requested taken as a basis for making its decision to enter into its commitment hereunderwhole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the invoiced accrued fees and expenses of counsel to the Agent), in each case solely to the extent such fees and expenses are required by other provisions of this Agreement to be so paid. (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders Lenders, respectively, to the extent requested by any Lender pursuant to Section 2.162.19. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Notes to be delivered by itof the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by itsuch Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it of the Company and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. CameraBurton H. Snyder, Senior Vice President, General Counsel Coxxxxx xxx Xxxxxxary of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy substantially in the form of Exhibits D-1 Exhibit H hereto and D-2 hereto, respectivelyas to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Shearman & SterlingSterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (hvi) The termination of Such other approvals, opinions or documents as any Lender, through the commitments of Agent, may reasonably request prior to the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h)Effective Date.

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1998 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders and there shall have been given such access to no material adverse change in the managementstatus, records, books of account, contracts and properties of or financial effect on the Company and its Consolidated Subsidiaries as they shall have reasonably requested taken as a basis for making its decision to enter into its commitment hereunderwhole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the invoiced accrued fees and expenses of counsel to the Agent), in each case solely to the extent such fees and expenses are required by other provisions of this Agreement to be so paid. (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Notes to be delivered by itof the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by itsuch Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it of the Company and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. CameraRobert M. Reese, General Counsel Senior Vice President and Xxxxxxx Xxxxsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy substantially in the form of Exhibits D-1 Exhibit H hereto and D-2 hereto, respectivelyas to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (hvi) The termination of Such other approvals, opinions or documents as any Lender, through the commitments of Agent, may reasonably request prior to the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h)Effective Date.

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03Each Advance and Letter of -------------------------------------------------- Credit. Sections 2.01 and 2.03 of this Agreement shall become effective on and as The obligation of the first date Lenders to make each Advance, including the ------ initial Advance (but excluding Advances, the "EFFECTIVE DATE"proceeds of which are to reimburse (i) on which the Swing Bank for Swing Loans or (ii) an Issuing Bank for amounts drawn under a Letter of Credit), and the obligation of the Issuing Banks to issue each Letter of Credit (including the initial Letter of Credit), remains subject to the fulfillment of each of the following conditions precedent immediately prior to or contemporaneously with the initial making of such Advance by any Lender have been satisfiedor the issuance of such Letter of Credit: (a) There shall exist no actionAll of the representations and warranties of the Borrower under this Agreement, suitwhich, investigationpursuant to Section 4.4 hereof, litigation or proceeding affecting are made at and as of the Company or any time of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability making of this Agreement or any Note such Advance or the consummation issuance of the transactions contemplated hereby. (b) Nothing shall have come to the attention such Letter of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleadingCredit, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and correct in all material respects at such time, both before and after giving effect to the application of the proceeds of the Advance or the issuance of such Letter of Credit, and the Agent shall have received for the account of each Lender a certificate (which may be a Request for Advance or a Request for Issuance of Letter of Credit, as applicable) to that effect signed by a duly authorized officer an Authorized Signatory of the Company, Borrower and dated the Effective Date, stating that:date such Advance is to be made or such Letter of Credit is to be issued; (ib) The representations and warranties incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency contained in Section 4.01 are correct on and as the certificate of the Effective Date, and (iiBorrower delivered pursuant to Section 3.1(a) No event has occurred or as subsequently modified and is continuing that constitutes reflected in a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory certificate of incumbency delivered to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender:Lenders; (ic) The Revolving Credit Notes of the Company most recent Borrowing Base Certificate which shall have been delivered to the order of the Lenders to the extent requested by any Lender Agent pursuant to Section 2.16.6.5(a) hereof shall demonstrate that, after giving effect to the making of such Advance or issuance of such Letter of Credit, no Borrowing Base Deficiency shall exist; (iid) Certified copies There shall not exist on the date of making such Advance or issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) The Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrower hereby agrees that the delivery of any Request for Advance or Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the resolutions Authorized Signatory thereof that there does not exist, on the date of the Board of Directors making of the Company approving this Agreement and the Notes to be delivered by itAdvance or issuance of Letter of Credit, and of all documents evidencing other necessary corporate action and governmental approvalsafter giving effect thereto, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary a Default or an Assistant Secretary Event of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it Default hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto that could reasonably be expected to have a Material Adverse Effect. (bc) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the The Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunderrequested. (cd) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (de) The Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (ef) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Administrative Agent). (fg) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (gh) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders Lenders, respectively, and the Competitive Bid Note to the extent requested by any Lender pursuant to Section 2.16order of the Administrative Agent. (ii) Certified copies of the resolutions of the Board of Directors of the Company each Borrower approving this Agreement and the Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by itNotes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Borrower certifying the names and true signatures of the officers of the Company such Borrower authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. CameraWoodxxx X. Xxx, General Senior Corporate Counsel and Assistant Secretary of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy and a favorable opinion of Fasken Campxxxx Xxxxxxx, xxecial Canadian counsel to the Subsidiary Borrower, substantially in the form of Exhibits D-1 E-1 and D-2 E-2 hereto, respectively, and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03the Transferee's Obligations to Close. Sections 2.01 The ------------------------------------------------------------- obligation of the Transferee to enter into this agreement and 2.03 to consummate the transactions contemplated hereby is subject to the satisfaction prior to or on the Closing Date of each of the following conditions; provided, however, that the Transferee shall have the right to waive all or any part of each such condition and to close the transactions contemplated hereby without, however, releasing the Transferor or any Shareholder from any covenant, obligation, agreement or condition contained herein or from any liability for any loss or damage sustained by the Transferee by reason of the breach by the Transferor or any Shareholder of any covenant, obligation, agreement or condition contained herein or by reason of any misrepresentation made by the Transferor or any Shareholder; and provided further, however, that the Transferee's participation in the Closing shall not in any way be deemed to be a waiver of any claim it may have hereunder for any breach of any representation, warranty, covenant or agreement: (1) The representations and warranties of the Transferor and the Shareholders contained in this Agreement agreement shall become effective on have been true and correct in all material respects when made and shall be true and correct in all material respects as of the first Closing Date, with the same force and effect as if made on the Closing Date, except for such representations and warranties as are made as of a specific date, which shall be true and correct in all material respects as of such date. (2) The covenants and agreements of the Transferor and the Shareholders contained in this agreement and required to be complied with or performed on or prior to the Closing Date shall have been complied with or performed in all respects. (3) The Transferee shall have received (i) a certificate dated the Closing Date and executed by an executive officer of the Transferor, and (ii) a certificate dated the Closing Date and executed by each of the Shareholders, in each case certifying the satisfaction of the conditions referred to in sections 8.1(a) and (b). (4) The Transferee and the Transferor shall have received, each in form and substance reasonably satisfactory to the Transferee, all Necessary Consents and any other Consents that the Transferor or the Shareholders have obtained. (5) No event or events shall have occurred between the date hereof and the Closing Date which, individually or in the aggregate, have, or are reasonably likely to have, a material adverse effect on the Acquired Assets or the Business. (6) The Transferee shall have received a certificate of the Transferor (the "EFFECTIVE DATETransferor Secretary's Certificate") on certifying the resolutions duly and validly adopted by the Board of Directors and the Shareholders of the Transferor, its authorization of the execution and delivery of this agreement and the other Transaction Documents to which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have Transferor is a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or party and the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts hereby and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effectthereby, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company Transferor authorized to sign this Agreement and the Notes to be delivered by it agreement and the other documents to be delivered by it hereunderTransaction Documents. (iv7) A favorable opinion The Transferee shall have received all such documents and instruments, including, without limitation, such deeds of Nicholas J. Cameratransfer, General Counsel title reports and property surveys (including a Landlord-Lender Agreement from the ECIDA) with respect to the transfer of all legal rights in the Compaxxreal property to be transferred pursuant to this agreement. (8) The form and substance of all certificates, xxx xx Xlearytransfer documents, Gottliebtitle reports, Steen & Hamiltonproperty surveys, deeds, opinions, consents, instruments, and other documents delivered to the Transferee under this agreement shall be satisfactory in all reasonable respects to the Transferee and its counsel. (9) The Transferee shall have received from counsel for the Company, substanxxxxxy Transferor and the Shareholders an opinion dated the Closing Date in the form of Exhibits D-1 and D-2 Exhibit 8.1(i) attached hereto, respectivelywhich opinion shall be addressed also to the Transferee's institutional lenders and their financing sources. (v10) A favorable opinion The Transferee shall have received from the Transferor at the Closing a certificate of Shearman & Sterling, counsel for the Agentnon-foreign status, in the form required by section 1445 of the Code and substance satisfactory to the Agentregulations thereunder. (h11) The termination There shall be no order, decree or injunction of a court of competent jurisdiction or other Governmental Entity that prevents the consummation of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h)transactions contemplated by this agreement or Proceeding that threatens to prevent such transactions.

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall have occurred no Material Adverse Change since December 30, 2001. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (bc) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum and all other Confidential Information provided to the Lenders prior to the date hereof was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company Borrower and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunderrequested. (cd) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (de) The Company Borrower shall have notified the Agent in writing as to the proposed Effective Date. (ef) The Company Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued reasonable fees and expenses of counsel to the Agent). (fg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (gh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.162.17. (ii) a guaranty in substantially the form of Exhibit D hereto (together with each other guaranty or guaranty supplement delivered pursuant to Section 5.01(j), in each case as amended, the "GUARANTY"), duly executed by each Guarantor. (iii) Certified copies of the resolutions of the Board of Directors of the Company each Loan Party approving this Agreement and the Notes each Loan Document to which it is or is to be delivered by ita party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes each Loan Document to which it is or is to be delivered by ita party. (iiiiv) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and the Notes each Loan Document to which it is or is to be delivered by it a party and the other documents to be delivered by it hereunderhereunder and thereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

Conditions Precedent to. EFFECTIVENESS OF SECTIONS 2.01 AND 2.03All Funded Purchases and Issuance of Letters of Credit. Sections 2.01 Each Funded Purchase, including the initial Funded Purchase and 2.03 issuance of this Agreement any Letters of Credit shall become effective on and as of be subject to the first date (the "EFFECTIVE DATE") on which the following further conditions precedent to the initial Advance by any Lender have been satisfied: that: (a) There shall exist no actionin the case of each Funded Purchase and the issuance of any Letters of Credit, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing Servicer shall have come delivered to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts Administrator and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the each Purchaser Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before such purchase or issuance, as the Effective Date the following, each dated such daycase may be, in form and substance satisfactory to the Agent Administrator and (except for each Purchaser Agent, a completed pro forma Monthly Report and, if requested following the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes occurrence and continuation of a Weekly Reporting Trigger Event, a Weekly Report, to reflect the level of the Company to Aggregate Capital, the order LC Participation Amount and related reserves and the calculation of the Lenders to Purchased Interest after such subsequent purchase or issuance, as the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by itcase may be, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy a completed Purchase Notice in the form of Exhibits D-1 Annex B (in the case of such purchase) and D-2 heretoa completed Letter of Credit Application in the form of Annex F (in the case of such issuance); and (b) on the date of such Funded Purchase or issuance, respectively. as the case may be, the following statements shall be true (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination acceptance of the commitments proceeds of such Funded Purchase or issuance shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this Agreement are true and correct in all material respects on and as of the Lenders date of such Funded Purchase or issuance, as the case may be, as though made on and as of such date except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date); (ii) no event has occurred and is continuing, or would result from such Funded Purchase or issuance, as the case may be, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the sum of the Aggregate Capital plus the LC Participation Amount, after giving effect to any such Funded Purchase or issuance, as the case may be, shall not be greater than the Purchase Limit, and the payment in full of all Debt outstanding under Purchased Interest shall not exceed 100%; and (iv) the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h)Facility Termination Date has not occurred.