Common use of Conditions to Effectiveness of Amendment and Restatement Clause in Contracts

Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of this Agreement as of the Restated Agreement Date is subject to the determination of each Bank in its sole and absolute discretion, that each of the following conditions has been fulfilled: (a) the Administrative Agent shall have received each of the following, in form and substance and, in the case of the materials referred to in clauses (i), (ii), (iii), (vii), (viii) and (xiv), certified in a manner satisfactory to the Managing Agents: (i) a certificate of the Secretary or an Assistant Secretary of each Loan Party, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the ------------------- resolutions and by-laws (or equivalent corporate governing document) referred to in such certificate; (ii) a copy of the certificate of incorporation (or other constitutive document) of each Loan Party, certified, as of a recent date, by the Secretary of State or other appropriate official of such Loan Party's jurisdiction of organization; (iii) a good standing certificate (or other analogous document) with respect to each Loan Party, issued as of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of organization; (iv) an opinion of counsel for the Loan Parties, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(iv); -------------------- (v) an opinion of English counsel for Xpedite UK, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(v); ------------------- (vi) an opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(vi); -------------------- (vii) a copy of each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; ------------- (viii) a certificate of the chief financial officer of Premiere, dated the Restated Agreement Date, with respect to the conditions set forth in Sections 2.02(b) and (c) and setting forth the calculation of the Premiere Leverage Ratio and the Xpedite Leverage Ratio in effect on the Restated Agreement Date (and giving effect to the making of any Loans and the application of the proceeds thereof on such day); (ix) duly executed copies of the Security Agreements to which Premiere, Voice-Tel and American Teleconferencing are party; (x) either (A) such duly executed UCC-1 financing statements and other documents as the Administrative Agent may request, the filing or recordation of which is necessary or appropriate in the Administrative Agent's reasonable determination to create or perfect a security interest in the Collateral under Applicable Law, or (B) evidence of the filing or recordation of the same in such offices as the Administrative Agent shall have reasonably specified; (xi) such instruments and other documents as the Administrative Agent may reasonably request, the execution, delivery, filing or possession of which is necessary or appropriate in the Administrative Agent's determination to create or perfect a security interest in the Collateral under Applicable Law, including but not limited to share certificates and stock powers executed in blank with respect to the Capital Securities subject to the Security Interest; (xii) such instruments of termination, release and discharge and other documents, including UCC-3 financing statements, as the Administrative Agent may request, the delivery of which is necessary or appropriate in the Administrative Agent's determination to effect the termination of all Liens other than Permitted Liens; (xiii) to the extent not previously delivered to the Banks pursuant to this Agreement certificates of insurance and loss payee endorsements with respect to all insurance policies required under the Security Agreements and the UK Security Agreements. (b) all fees payable on or prior to the Restated Agreement Date pursuant to Section 1.08, and all amounts payable pursuant to Section 10.02 for which invoices (in reasonable detail) have been delivered to the Company on or prior to such date, shall have been paid in full or arrangements satisfactory to the Managing Agents shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of the Loans to be made on such date.

Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Agreement by this Agreement as Agreement, and the occurrence of the Restated Agreement Date Closing Date, is subject to the determination of each Bank in its sole and absolute discretion, that each of the following conditions has precedent having been fulfilledsatisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party and, to the extent a Note is requested by any Lender, a signature page to such Note or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and, to the extent a Note is requested by any Lender, a signature page to such Note. 109 QDI – A&R Credit Agreement (2014) (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, special New York counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) to the extent requested by the Administrative Agent, local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received each of the following, in form and substance and, in the case of each Loan Party each of the materials items referred to in clauses (i), (ii), (iii), (vii), (viii) and (xiv), certified in a manner satisfactory to the Managing Agentsiv) below: (i) a copy of the certificate and memorandum and articles of incorporation, certificate of the Secretary limited partnership or an Assistant Secretary certificate of formation, including all amendments thereto, of each Loan Party, dated the Restated Agreement Date, substantially (A) in the form of Schedule 2.01(a)(i), to which shall be attached copies of the ------------------- resolutions and by-laws (or equivalent corporate governing document) referred to in such certificate; (ii) a copy of the certificate of incorporation (or other constitutive document) of each Loan Party, certified, as case of a recent datecorporation, by the Secretary of State or other appropriate official of such Loan Party's jurisdiction of organization; (iii) a good standing certificate (or other analogous document) with respect to each Loan Party, issued certified as of a recent date by the Secretary of State (or other appropriate official similar official) (where such certification is available in the relevant person’s jurisdiction of incorporation) of the jurisdiction of its organization, and a certificate as to the good standing (or similar concept, to the extent such concept or a similar concept exists under the laws of such Person's jurisdiction jurisdiction) of organizationeach such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary or similar officer of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member or equivalent body) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or memorandum and articles of incorporation, certificate of limited partnership or certificate of formation or other equivalent governing document of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, 110 QDI – A&R Credit Agreement (2014) (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; (iv) an opinion of counsel for the Loan Parties, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(iv)[Reserved]; --------------------and (v) an opinion of English counsel for Xpedite UK, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(v); ------------------- (vi) an opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(vi); -------------------- (vii) a copy of each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; ------------- (viii) a certificate of the chief financial officer of Premiere, dated the Restated Agreement Date, with respect to the conditions set forth in Sections 2.02(b) and (c) and setting forth the calculation of the Premiere Leverage Ratio and the Xpedite Leverage Ratio in effect on the Restated Agreement Date (and giving effect to the making of any Loans and the application of the proceeds thereof on such day); (ix) duly executed copies of the Security Agreements to which Premiere, Voice-Tel and American Teleconferencing are party; (x) either (A) such duly executed UCC-1 financing statements and other documents as the Administrative Agent may requestAgent, the filing or recordation Lenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) The elements of which is necessary or appropriate the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (other than in the Administrative Agent's reasonable determination to create or perfect a case of any security interest in the intended Collateral under Applicable Law, or any deliverable related to the perfection of security interests in the intended Collateral (B) evidence of other than any security interest which may be perfected by the filing of a UCC or recordation PPSA financing statement (or the appropriate equivalent) or the delivery of stock certificates and the same security agreement giving rise to the security interest therein) that is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, which such security interest or deliverable shall be delivered within the time periods specified with respect thereto in such offices as Schedule 4.02(d)) and the Administrative Agent shall have reasonably specified; received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (xiand federal tax Liens) such instruments and (or PPSA or other documents as the Administrative Agent may reasonably request, the execution, delivery, filing or possession of which is necessary or appropriate in the Administrative Agent's determination to create or perfect a security interest in the Collateral under Applicable Law, including but not limited to share certificates and stock powers executed in blank equivalent) filings made with respect to the Capital Securities subject Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Security Interest; (xii) such instruments of termination, release and discharge and other documents, including UCC-3 financing statements, as the Administrative Agent may requestthat the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released, or shall be released upon the delivery funding of which is necessary the Loans. (e) [Reserved]. (f) [Reserved]. (g) The Lenders shall have received the financial statements referred to in Section 3.05. (h) The Administrative Agent (or appropriate in its counsel) shall have received an acknowledgement of this Agreement from each Subsidiary Loan Party (including reaffirmation of all security interests created under any of the Security Documents), satisfactory to the Administrative Agent's determination to effect the termination of all Liens other than Permitted Liens; (xiii) to the extent not previously delivered to the Banks pursuant to this Agreement certificates of insurance and loss payee endorsements with respect to all insurance policies required under the Security Agreements and the UK Security Agreements, duly executed by each Subsidiary Loan Party. (b) all fees payable on or prior to the Restated Agreement Date pursuant to Section 1.08, and all amounts payable pursuant to Section 10.02 for which invoices (in reasonable detail) have been delivered to the Company on or prior to such date, shall have been paid in full or arrangements satisfactory to the Managing Agents shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of the Loans to be made on such date.

Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Loan Agreement by this Agreement as Agreement, and the occurrence of the Restated Agreement Date Closing Date, is subject to the determination of each Bank in its sole and absolute discretion, that each of the following conditions has precedent having been fulfilledsatisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party and, to the extent a Note is requested by any Lender, a signature page to such Note or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and, to the extent a Note is requested by any Lender, a signature page to such Note. 109 QDI – A&R Credit Agreement (2014) (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, special New York counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) to the extent requested by the Administrative Agent, local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received each of the following, in form and substance and, in the case of each Loan Party each of the materials items referred to in clauses (i), (ii), (iii), (vii), (viii) and (xiv), certified in a manner satisfactory to the Managing Agentsiv) below: (i) a copy of the certificate and memorandum and articles of incorporation, certificate of the Secretary limited partnership or an Assistant Secretary certificate of formation, including all amendments thereto, of each Loan Party, dated the Restated Agreement Date, substantially (A) in the form of Schedule 2.01(a)(i), to which shall be attached copies of the ------------------- resolutions and by-laws (or equivalent corporate governing document) referred to in such certificate; (ii) a copy of the certificate of incorporation (or other constitutive document) of each Loan Party, certified, as case of a recent datecorporation, by the Secretary of State or other appropriate official of such Loan Party's jurisdiction of organization; (iii) a good standing certificate (or other analogous document) with respect to each Loan Party, issued certified as of a recent date by the Secretary of State (or other appropriate official similar official) (where such certification is available in the relevant person’s jurisdiction of incorporation) of the jurisdiction of its organization, and a certificate as to the good standing (or similar concept, to the extent such concept or a similar concept exists under the laws of such Person's jurisdiction jurisdiction) of organizationeach such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary or similar officer of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member or equivalent body) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or memorandum and articles of incorporation, certificate of limited partnership or certificate of formation or other equivalent governing document of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; (iv) an opinion [Reserved]; and (v) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) The elements of counsel for the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (other than in the case of any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than any security interest which may be perfected by the filing of a UCC or PPSA financing statement (or the appropriate equivalent) or the delivery of stock certificates and the security agreement giving rise to the security interest therein) that is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, which such security interest or deliverable shall be delivered within the time periods specified with respect thereto in Schedule 4.02(d)) and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (and federal tax Liens) (or PPSA or other equivalent) filings made with respect to the Loan PartiesParties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released, dated or shall be released upon the Restated funding of the Loans. (e) [Reserved]. (f) [Reserved]. (g) The Lenders shall have received the financial statements referred to in Section 3.05. (h) The Administrative Agent (or its counsel) shall have received an acknowledgement of this Agreement from each Subsidiary Loan Party (including reaffirmation of all security interests created under any of the Security Documents), satisfactory to the Administrative Agent, duly executed by each Subsidiary Loan Party. (i) [Reserved]. (j) On the Closing Date, after giving effect to the transactions contemplated by this Agreement, Holdings shall have outstanding no Indebtedness and the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the 2010 Second Lien Notes, and (iii) other Indebtedness permitted pursuant to Section 6.01. (k) The Lenders shall have received a solvency certificate substantially in the form of Schedule 2.01(a)(iv); -------------------- (v) an opinion Exhibit C and signed by the Chief Financial Officer of English counsel for Xpedite UKHoldings confirming the solvency of Holdings, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(v); ------------------- (vi) an opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(vi); -------------------- (vii) Borrower and its Subsidiaries on a copy of each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; ------------- (viii) a certificate of the chief financial officer of Premiere, dated the Restated Agreement Date, with respect to the conditions set forth in Sections 2.02(b) and (c) and setting forth the calculation of the Premiere Leverage Ratio and the Xpedite Leverage Ratio in effect on the Restated Agreement Date (and consolidated basis after giving effect to the making of any Loans and the application of the proceeds thereof on such day); (ix) duly executed copies of the Security Agreements to which Premiere, Voice-Tel and American Teleconferencing are party; (x) either (A) such duly executed UCC-1 financing statements and other documents as the Administrative Agent may request, the filing or recordation of which is necessary or appropriate in the Administrative Agent's reasonable determination to create or perfect a security interest in the Collateral under Applicable Law, or (B) evidence of the filing or recordation of the same in such offices as the Administrative Agent shall have reasonably specified; (xi) such instruments and other documents as the Administrative Agent may reasonably request, the execution, delivery, filing or possession of which is necessary or appropriate in the Administrative Agent's determination to create or perfect a security interest in the Collateral under Applicable Law, including but not limited to share certificates and stock powers executed in blank with respect to the Capital Securities subject to the Security Interest; (xii) such instruments of termination, release and discharge and other documents, including UCC-3 financing statements, as the Administrative Agent may request, the delivery of which is necessary or appropriate in the Administrative Agent's determination to effect the termination of all Liens other than Permitted Liens; (xiii) to the extent not previously delivered to the Banks pursuant to transactions contemplated by this Agreement certificates of insurance and loss payee endorsements with respect to all insurance policies required under on the Security Agreements and the UK Security AgreementsClosing Date. (bl) The Agents shall have received (i) all unpaid interest and commitment fees payable accrued under Existing Loan Agreement on or prior to the Restated Agreement Date pursuant to Section 1.08Closing Date, and (ii) all amounts other fees payable pursuant to Section 10.02 for which invoices (in reasonable detail) have been delivered to the Company Agents or to any Lender on or prior to such datethe Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Shearman & Sterling LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (m) The Administrative Agent shall have received insurance certificates (including, without limitation, flood insurance certificates) satisfying the requirements of Section 5.02 of this Agreement. (n) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act. (o) The Borrower shall have used commercially reasonable efforts to have received (or maintained) a corporate credit rating by S&P and a corporate family rating by Xxxxx’x. (p) The Administrative Agent shall have received a Borrowing Base Certificate. (q) Since December 31, 2013, there has been paid no event, change, occurrence, condition or circumstance that, either individually or in full the aggregate, has had or arrangements could reasonably be expected to have a material adverse effect on the business, property, assets, liabilities, operations or condition (financial or otherwise) of Holdings, the Borrower and their Subsidiaries, taken as a whole, the ability of the Loan Parties to perform their obligations under the Loan Documents, or the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders thereunder 112 QDI – A&R Credit Agreement (2014) For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Managing Agents Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have been received notice from such Lender prior to the Closing Date specifying its objection thereto and such Lender shall not have made available to cause them to be paid in full concurrently with the disbursement Administrative Agent such Lender’s ratable portion of the proceeds of the Loans to be made on such dateinitial Borrowing.

Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Credit Agreement by this Agreement as Agreement, and the occurrence of the Restated Agreement Date Closing Date, is subject to the determination of each Bank in its sole and absolute discretion, that each of the following conditions has precedent having been fulfilledsatisfied: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower and the Guarantors; (b) the Administrative Agent shall have received for each Lender requesting a Note such Lender’s duly executed Notes of the followingBorrower dated the Closing Date and otherwise in compliance with the provisions of Section 1.11 hereof; (c) the Administrative Agent shall have received any Loan Documents deliverable on the Closing Date, in form each case duly executed by the Borrower and substance andthe Guarantors, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding Equity Interests in the Borrower and each Restricted Subsidiary (65% of such Voting Stock (and 100% of non-Voting Stock) in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the Equity Interests in the Borrower and each such Restricted Subsidiary executed in blank and undated, (iii) authorization to file UCC financing statements to be filed against the Borrower, and each Guarantor, as debtor, in favor of the Collateral Agent, as secured party, and (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent; (d) the Administrative Agent shall have received insurance certificates in respect of the insurance required to be maintained under the Loan Documents, together with endorsements naming the Collateral Agent as additional insured and lender’s loss payee; (e) either (i) the Administrative Agent shall have received copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified, in the case of (x) articles of incorporation or comparable organizational documents, by the materials referred to secretary of state of the state incorporation or formation and (y) in clauses (i)the case of bylaws, by its Secretary or Assistant Secretary or other appropriate officer or (ii), (iii), (vii), (viii) and (xiv), certified in a manner satisfactory to the Managing Agents: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower and/or the applicable Guarantor shall have certified to the Administrative Agent that the articles of incorporation and/or bylaws (or comparable organizational documents) of such Borrower and/or applicable Guarantor have not been amended or modified since the Original Closing Date and are still in full force and effect as of the Closing Date; (f) the Administrative Agent shall have received copies of resolutions of the Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Party, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(i), Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the Authorized Representatives of the Borrower and each Guarantor, all certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; (g) the Administrative Agent shall be attached have received copies of the ------------------- resolutions and by-laws (or equivalent corporate governing document) referred to in such certificate; (ii) a copy certificates of the certificate of incorporation (or other constitutive document) of each Loan Party, certified, as of a recent date, by the Secretary of State or other appropriate official of such Loan Party's jurisdiction of organization; (iii) a good standing certificate (or other analogous document) with respect to each Loan Party, issued as of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of organization; (iv) an opinion of counsel for the Loan Parties, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(iv); -------------------- Borrower and each Guarantor (v) an opinion of English counsel for Xpedite UK, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(v); ------------------- (vi) an opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for unless otherwise agreed by the Administrative Agent, dated no earlier than thirty (30) days prior to the Restated Agreement Closing Date, substantially in ) from the form of Schedule 2.01(a)(vi); -------------------- (vii) a copy of each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; ------------- (viii) a certificate office of the chief financial officer of Premiere, dated the Restated Agreement Date, with respect to the conditions set forth in Sections 2.02(b) and (c) and setting forth the calculation secretary of the Premiere Leverage Ratio and the Xpedite Leverage Ratio in effect on the Restated Agreement Date (and giving effect to the making state of any Loans and the application of the proceeds thereof on such day)its incorporation or organization; (ixh) duly executed copies of the Security Agreements to which Premiere, Voice-Tel and American Teleconferencing are party; (x) either (A) such duly executed UCC-1 financing statements and other documents as the Administrative Agent may request, the filing or recordation of which is necessary or appropriate in the Administrative Agent's reasonable determination to create or perfect a security interest in the Collateral under Applicable Law, or (B) evidence of the filing or recordation of the same in such offices as the Administrative Agent shall have reasonably specifiedreceived for itself and for the Lenders the initial fees specified in Section 2.1 hereof then due and payable and all other fees (which amounts may be offset against the proceeds of the Loans) required to be paid on the Closing Date and all expenses (to the extent invoiced at least three (3) Business Days prior to the Closing Date) required to be paid on the Closing Date; (xii) such instruments and other documents as the Administrative Agent shall have received (a) financing statement, tax, and judgment lien search results against the Borrower and each Guarantor and their respective Properties evidencing the absence of Liens except Permitted Liens, and (b) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may reasonably request, be requested by the execution, delivery, filing or possession of which is Collateral Agent to the extent necessary or appropriate in reasonably advisable to perfect the Administrative Collateral Agent's determination to create or perfect a ’s security interest in the Collateral under Applicable Lawintellectual property Collateral; (j) [Reserved]; (k) the Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower, certifying that Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, after giving effect to the Transactions, are Solvent; (l) the Administrative Agent shall have received for each Lender and the L/C Issuer a customary written opinion of counsel to the Borrower and each Guarantor specified on Schedule 7.2(l); (m) the Administrative Agent and the Lenders shall have received, at least three (3) days prior to the Closing Date, all documentation, including but not limited to share certificates and stock powers executed in blank with respect supporting documentation reasonably satisfactory to the Capital Securities Administrative Agent and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; that has been reasonably requested by the Lenders not less than ten (10) days prior to the Closing Date; and (n) the Borrower and Guarantor shall have provided to the Administrative Agent such information required to prepare and file such UCC financing statements required in order to perfect the Liens granted by the Borrower and the Guarantors pursuant to the Collateral Documents as of the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 11.3, (i) for purposes of determining compliance with the conditions specified in this Section 7.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. and (ii) in the event that Advance Funding Arrangements shall exist, the delivery by any Lender (A) of funds pursuant to such Advance Funding Arrangements and (B) its signature page to this Agreement shall constitute the request, consent and direction by such Lender to the Administrative Agent (unless expressly revoked by written notice from such Lender received by the Administrative Agent prior to the earlier to occur of funding or the Administrative Agent’s declaration that this Agreement is effective) to withdraw and release to the Borrower on the Closing Date the applicable funds of such Lender to be applied to the funding of Loans by such Lender in accordance with Section 1 upon the Administrative Agent’s determination (made in accordance with and subject to the Security Interest; (xiiterms of this Agreement) such instruments of termination, release and discharge and other documents, including UCC-3 financing statements, as the Administrative Agent may request, the delivery of which is necessary or appropriate in the Administrative Agent's determination that it has received all items expressly required to effect the termination of all Liens other than Permitted Liens; (xiii) to the extent not previously be delivered to the Banks pursuant to it under this Agreement certificates of insurance and loss payee endorsements with respect to all insurance policies required under the Security Agreements and the UK Security AgreementsSection 7.2. (b) all fees payable on or prior to the Restated Agreement Date pursuant to Section 1.08, and all amounts payable pursuant to Section 10.02 for which invoices (in reasonable detail) have been delivered to the Company on or prior to such date, shall have been paid in full or arrangements satisfactory to the Managing Agents shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of the Loans to be made on such date.

Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Credit Agreement by this Agreement as Agreement, and the occurrence of the Restated Agreement Date Closing Date, is subject to the determination of each Bank in its sole and absolute discretion, that each of the following conditions has precedent having been fulfilledsatisfied: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower and the Guarantors; (b) the Administrative Agent shall have received for each Lender requesting a Note such Lender’s duly executed Notes of the followingBorrower dated the Closing Date and otherwise in compliance with the provisions of Section 1.11; (c) the Administrative Agent shall have received any Loan Documents deliverable on the Closing Date, in form each case duly executed by the Borrower and substance andthe Guarantors, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding Equity Interests in the Borrower and each Restricted Subsidiary (65% of such Voting Stock (and 100% of non-Voting Stock) in the case of any Foreign Subsidiary as provided in Section 4.2) as of the Closing Date, (ii) stock powers for the Collateral consisting of the Equity Interests in the Borrower and each such Restricted Subsidiary executed in blank and undated, (iii) authorization to file UCC financing statements to be filed against the Borrower, and each Guarantor, as debtor, in favor of the Collateral Agent, as secured party, and (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent; (d) the Administrative Agent shall have received insurance certificates in respect of the insurance required to be maintained under the Loan Documents, together with endorsements naming the Collateral Agent as additional insured and lender’s loss payee; (e) either (i) the Administrative Agent shall have received copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified, in the case of (x) articles of incorporation or comparable organizational documents, by the materials referred to secretary of state of the state incorporation or formation and (y) in clauses (i)the case of bylaws, by its Secretary or Assistant Secretary or other appropriate officer or (ii), (iii), (vii), (viii) and (xiv), certified in a manner satisfactory to the Managing Agents: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower and/or the applicable Guarantor shall have certified to the Administrative Agent that the articles of incorporation and/or bylaws (or comparable organizational documents) of the Borrower and/or the applicable Guarantor have not been amended or modified since the Original Closing Date and are still in full force and effect as of the Closing Date; (f) the Administrative Agent shall have received copies of resolutions of the Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Party, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(i), Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the Authorized Representatives of the Borrower and each Guarantor, all certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; (g) the Administrative Agent shall be attached have received copies of the ------------------- resolutions and by-laws (or equivalent corporate governing document) referred to in such certificate; (ii) a copy certificates of the certificate of incorporation (or other constitutive document) of each Loan Party, certified, as of a recent date, by the Secretary of State or other appropriate official of such Loan Party's jurisdiction of organization; (iii) a good standing certificate (or other analogous document) with respect to each Loan Party, issued as of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of organization; (iv) an opinion of counsel for the Loan Parties, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(iv); -------------------- Borrower and each Guarantor (v) an opinion of English counsel for Xpedite UK, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(v); ------------------- (vi) an opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for unless otherwise agreed by the Administrative Agent, dated no earlier than thirty (30) days prior to the Restated Agreement Closing Date, substantially in ) from the form of Schedule 2.01(a)(vi); -------------------- (vii) a copy of each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; ------------- (viii) a certificate office of the chief financial officer of Premiere, dated the Restated Agreement Date, with respect to the conditions set forth in Sections 2.02(b) and (c) and setting forth the calculation secretary of the Premiere Leverage Ratio and the Xpedite Leverage Ratio in effect on the Restated Agreement Date (and giving effect to the making state of any Loans and the application of the proceeds thereof on such day)its incorporation or organization; (ixh) duly executed copies of the Security Agreements to which Premiere, Voice-Tel and American Teleconferencing are party; (x) either (A) such duly executed UCC-1 financing statements and other documents as the Administrative Agent may request, the filing or recordation of which is necessary or appropriate in the Administrative Agent's reasonable determination to create or perfect a security interest in the Collateral under Applicable Law, or (B) evidence of the filing or recordation of the same in such offices as the Administrative Agent shall have reasonably specifiedreceived for itself and for the Lenders the initial fees specified in Section 2.1 then due and payable and all other fees (which amounts may be offset against the proceeds of the Loans) required to be paid on the Closing Date and all expenses (to the extent invoiced at least three (3) Business Days prior to the Closing Date) required to be paid on the Closing Date; (xii) such instruments and other documents as the Administrative Agent shall have received (a) financing statement, tax, and judgment lien search results against the Borrower and each Guarantor and their respective Properties evidencing the absence of Liens except Permitted Liens, and (b) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may reasonably request, be requested by the execution, delivery, filing or possession of which is Collateral Agent to the extent necessary or appropriate in reasonably advisable to perfect the Administrative Collateral Agent's determination to create or perfect a ’s security interest in the Collateral under Applicable Lawintellectual property Collateral; (j) [reserved]; (k) the Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower, certifying that Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, after giving effect to the Transactions, are Solvent; (l) the Administrative Agent shall have received for each Lender and the L/C Issuer a customary written opinion of counsel to the Borrower and each Guarantor specified on Schedule 7.2(l); (m) the Administrative Agent and the Lenders shall have received, at least three (3) days prior to the Closing Date, all documentation, including but not limited to share certificates and stock powers executed in blank with respect supporting documentation reasonably satisfactory to the Capital Securities Administrative Agent and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders not less than ten (10) days prior to the Closing Date; and (n) the Borrower and Guarantor shall have provided to the Administrative Agent such information required to prepare and file such UCC financing statements required in order to perfect the Liens granted by the Borrower and the Guarantors pursuant to the Collateral Documents as of the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 11.3, (i) for purposes of determining compliance with the conditions specified in this Section 7.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. and (ii) in the event that Advance Funding Arrangements shall exist, the delivery by any Lender (A) of funds pursuant to such Advance Funding Arrangements and (B) its signature page to this Agreement shall constitute the request, consent and direction by such Lender to the Administrative Agent (unless expressly revoked by written notice from such Lender received by the Administrative Agent prior to the earlier to occur of funding or the Administrative Agent’s declaration that this Agreement is effective) to withdraw and release to the Borrower on the Closing Date the applicable funds of such Lender to be applied to the funding of Loans by such Lender hereunder upon the Administrative Agent’s determination (made in accordance with and subject to the Security Interest; (xiiterms of this Agreement) such instruments of termination, release and discharge and other documents, including UCC-3 financing statements, as the Administrative Agent may request, the delivery of which is necessary or appropriate in the Administrative Agent's determination that it has received all items expressly required to effect the termination of all Liens other than Permitted Liens; (xiii) to the extent not previously be delivered to the Banks pursuant to it under this Agreement certificates of insurance and loss payee endorsements with respect to all insurance policies required under the Security Agreements and the UK Security AgreementsSection 7.2. (b) all fees payable on or prior to the Restated Agreement Date pursuant to Section 1.08, and all amounts payable pursuant to Section 10.02 for which invoices (in reasonable detail) have been delivered to the Company on or prior to such date, shall have been paid in full or arrangements satisfactory to the Managing Agents shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of the Loans to be made on such date.

Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of this Agreement as of the Restated Agreement Date is subject to the determination of each Bank in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledprecedent: (a) the Administrative Agent shall have received each receipt of the following, each in form and substance and, in the case of the materials referred to in clauses (i), (ii), (iii), (vii), (viii) and (xiv), certified in a manner reasonably satisfactory to the Managing AgentsAdministrative Agent (acting on the instructions of all Lenders and the Issuing Bank), each of which shall be originals or executed electronic copies (followed promptly by originals) unless otherwise specified: (i) a certificate copy of this Agreement, duly executed by each of the Secretary or an Assistant Secretary of each Loan Party, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the ------------------- resolutions and by-laws (or equivalent corporate governing document) referred to in such certificateparties hereto; (ii) a copy of the certificate of incorporation (or other constitutive document) of each Loan PartyFirst Amendment to Amended and Restated Depository Agreement and Second Amendment to Amended and Restated Cash Diversion and Commitment Fee Guaranty attached hereto as Exhibit T, certified, dated as of a recent date, the date of this Agreement and duly executed by each of the Secretary of State or other appropriate official of such Loan Party's jurisdiction of organizationparties thereto; (iii) a good standing certificate favorable opinions from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C., as counsel for the Relevant Parties and the Sponsor, in relation to this Agreement and the amendment in the foregoing subclause (or other analogous document) with respect ii), addressed to the Administrative Agent and each Loan Secured Party, issued as including, without limitation, opinions regarding the attachment, perfection of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of organization;security interests in Collateral and corporate matters; and (iv) an opinion in-house opinions from counsel of counsel for the Loan PartiesSponsor, dated in relation to this Agreement and the Restated Agreement Date, substantially amendment in the form of Schedule 2.01(a)(ivforegoing subclause (ii); -------------------- (v) an opinion of English counsel for Xpedite UK, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(v); ------------------- (vi) an opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(vi); -------------------- (vii) a copy of each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; ------------- (viii) a certificate of the chief financial officer of Premiere, dated the Restated Agreement Date, with respect addressed to the conditions set forth in Sections 2.02(b) and (c) and setting forth the calculation of the Premiere Leverage Ratio and the Xpedite Leverage Ratio in effect on the Restated Agreement Date (and giving effect to the making of any Loans and the application of the proceeds thereof on such day); (ix) duly executed copies of the Security Agreements to which Premiere, Voice-Tel and American Teleconferencing are party; (x) either (A) such duly executed UCC-1 financing statements and other documents as the Administrative Agent may requestand each Secured Party, the filing or recordation of which is necessary or appropriate in the Administrative Agent's reasonable determination to create or perfect a security interest in the Collateral under Applicable Lawincluding, or (B) evidence of the filing or recordation of the same in such offices as the Administrative Agent shall have reasonably specified; (xi) such instruments without limitation, opinions regarding corporate matters and no conflicts with organizational documents, and other documents as material contracts binding on the Administrative Agent may reasonably request, the execution, delivery, filing or possession of which is necessary or appropriate in the Administrative Agent's determination to create or perfect a security interest in the Collateral under Applicable Law, including but not limited to share certificates and stock powers executed in blank with respect to the Capital Securities subject to the Security Interest; (xii) such instruments of termination, release and discharge and other documents, including UCC-3 financing statements, as the Administrative Agent may request, the delivery of which is necessary or appropriate in the Administrative Agent's determination to effect the termination of all Liens other than Permitted Liens; (xiii) to the extent not previously delivered to the Banks pursuant to this Agreement certificates of insurance and loss payee endorsements with respect to all insurance policies required under the Security Agreements Relevant Parties and the UK Security Agreements.Sponsor; (b) all fees payable on or prior fees, including amendment fees, required to be paid to the Restated Agreement Date pursuant to Section 1.08Lenders, and all amounts payable pursuant to Section 10.02 for which invoices (in reasonable detail) have been delivered to the Company on Agents, the Depository Bank or prior to such date, the Arrangers shall have been paid in full or arrangements satisfactory to shall be paid contemporaneously; and [***] Confidential treatment has been requested for the Managing Agents shall have bracketed portions. The confidential redacted portion has been made to cause them omitted and filed separately with the Securities and Exchange Commission. (c) all other costs and expenses required to be paid in full concurrently with pursuant to Section 4.07 for which evidence has been presented (including third-party fees and out-of-pocket expenses of lenders’ counsel, the disbursement of Insurance Consultant, Independent Engineer, Model Auditor and other advisors or consultants retained by the proceeds of the Loans to Administrative Agent) have been paid or shall be made on such datepaid contemporaneously.

Conditions to Effectiveness of Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Credit Agreement by this Agreement as Agreement, and the occurrence of the Restated Agreement Date Closing Date, is subject to the determination of each Bank in its sole and absolute discretion, that each of the following conditions has precedent having been fulfilledsatisfied: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower and the Guarantors; (b) the Administrative Agent shall have received for each Lender requesting a Note such Lender’s duly executed Notes of the followingBorrower dated the Closing Date and otherwise in compliance with the provisions of Section 1.11 hereof; (c) the Administrative Agent shall have received any Loan Documents deliverable on the Closing Date, in form each case duly executed by the Borrower and substance andthe Guarantors, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding Equity Interests in the Borrower and each Restricted Subsidiary (65% of such Voting Stock (and 100% of non-Voting Stock) in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the Equity Interests in the Borrower and each such Restricted Subsidiary executed in blank and undated, (iii) authorization to file UCC financing statements to be filed against the Borrower, and each Guarantor, as debtor, in favor of the Collateral Agent, as secured party, and (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent; (d) the Administrative Agent shall have received insurance certificates in respect of the insurance required to be maintained under the Loan Documents, together with endorsements naming the Collateral Agent as additional insured and lender’s loss payee; (e) either (i) the Administrative Agent shall have received copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified, in the case of (x) articles of incorporation or comparable organizational documents, by the materials referred to secretary of state of the state incorporation or formation and (y) in clauses (i)the case of bylaws, by its Secretary or Assistant Secretary or other appropriate officer or (ii), (iii), (vii), (viii) and (xiv), certified in a manner satisfactory to the Managing Agents: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower and/or the applicable Guarantor shall have certified to the Administrative Agent that the articles of incorporation and/or bylaws (or comparable organizational documents) of suchthe Borrower and/or the applicable Guarantor have not been amended or modified since the Original Closing Date and are still in full force and effect as of the Closing Date; (f) the Administrative Agent shall have received copies of resolutions of the Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Party, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(i), Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the Authorized Representatives of the Borrower and each Guarantor, all certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; (g) the Administrative Agent shall be attached have received copies of the ------------------- resolutions and by-laws (or equivalent corporate governing document) referred to in such certificate; (ii) a copy certificates of the certificate of incorporation (or other constitutive document) of each Loan Party, certified, as of a recent date, by the Secretary of State or other appropriate official of such Loan Party's jurisdiction of organization; (iii) a good standing certificate (or other analogous document) with respect to each Loan Party, issued as of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of organization; (iv) an opinion of counsel for the Loan Parties, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(iv); -------------------- Borrower and each Guarantor (v) an opinion of English counsel for Xpedite UK, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(v); ------------------- (vi) an opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for unless otherwise agreed by the Administrative Agent, dated no earlier than thirty (30) days prior to the Restated Agreement Closing Date, substantially in ) from the form of Schedule 2.01(a)(vi); -------------------- (vii) a copy of each Governmental Approval and other consent or approval, and each Governmental Registration, listed on Schedule 3.03; ------------- (viii) a certificate office of the chief financial officer of Premiere, dated the Restated Agreement Date, with respect to the conditions set forth in Sections 2.02(b) and (c) and setting forth the calculation secretary of the Premiere Leverage Ratio and the Xpedite Leverage Ratio in effect on the Restated Agreement Date (and giving effect to the making state of any Loans and the application of the proceeds thereof on such day)its incorporation or organization; (ixh) duly executed copies of the Security Agreements to which Premiere, Voice-Tel and American Teleconferencing are party; (x) either (A) such duly executed UCC-1 financing statements and other documents as the Administrative Agent may request, the filing or recordation of which is necessary or appropriate in the Administrative Agent's reasonable determination to create or perfect a security interest in the Collateral under Applicable Law, or (B) evidence of the filing or recordation of the same in such offices as the Administrative Agent shall have reasonably specifiedreceived for itself and for the Lenders the initial fees specified in Section 2.1 hereof then due and payable and all other fees (which amounts may be offset against the proceeds of the Loans) required to be paid on the Closing Date and all expenses (to the extent invoiced at least three (3) Business Days prior to the Closing Date) required to be paid on the Closing Date; (xii) such instruments and other documents as the Administrative Agent shall have received (a) financing statement, tax, and judgment lien search results against the Borrower and each Guarantor and their respective Properties evidencing the absence of Liens except Permitted Liens, and (b) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may reasonably request, be requested by the execution, delivery, filing or possession of which is Collateral Agent to the extent necessary or appropriate in reasonably advisable to perfect the Administrative Collateral Agent's determination to create or perfect a ’s security interest in the Collateral under Applicable Lawintellectual property Collateral; (j) [Rreserved]; (k) the Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower, certifying that Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, after giving effect to the Transactions, are Solvent; (l) the Administrative Agent shall have received for each Lender and the L/C Issuer a customary written opinion of counsel to the Borrower and each Guarantor specified on Schedule 7.2(l); (m) the Administrative Agent and the Lenders shall have received, at least three (3) days prior to the Closing Date, all documentation, including but not limited to share certificates and stock powers executed in blank with respect supporting documentation reasonably satisfactory to the Capital Securities Administrative Agent and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act;, that has been reasonably requested by the Lenders not less than ten (10) days prior to the Closing Date; and (n) the Borrower and Guarantor shall have provided to the Administrative Agent such information required to prepare and file such UCC financing statements required in order to perfect the Liens granted by the Borrower and the Guarantors pursuant to the Collateral Documents as of the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 11.3, (i) for purposes of determining compliance with the conditions specified in this Section 7.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. and (ii) in the event that Advance Funding Arrangements shall exist, the delivery by any Lender (A) of funds pursuant to such Advance Funding Arrangements and (B) its signature page to this Agreement shall constitute the request, consent and direction by such Lender to the Administrative Agent (unless expressly revoked by written notice from such Lender received by the Administrative Agent prior to the earlier to occur of funding or the Administrative Agent’s declaration that this Agreement is effective) to withdraw and release to the Borrower on the Closing Date the applicable funds of such Lender to be applied to the funding of Loans by such Lender in accordance with Section 1hereunder upon the Administrative Agent’s determination (made in accordance with and subject to the Security Interest; (xiiterms of this Agreement) such instruments of termination, release and discharge and other documents, including UCC-3 financing statements, as the Administrative Agent may request, the delivery of which is necessary or appropriate in the Administrative Agent's determination that it has received all items expressly required to effect the termination of all Liens other than Permitted Liens; (xiii) to the extent not previously be delivered to the Banks pursuant to it under this Agreement certificates of insurance and loss payee endorsements with respect to all insurance policies required under the Security Agreements and the UK Security AgreementsSection 7.2. (b) all fees payable on or prior to the Restated Agreement Date pursuant to Section 1.08, and all amounts payable pursuant to Section 10.02 for which invoices (in reasonable detail) have been delivered to the Company on or prior to such date, shall have been paid in full or arrangements satisfactory to the Managing Agents shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of the Loans to be made on such date.