Common use of Conditions to First Borrowing Clause in Contracts

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page); (ii) opinion letters of Xxxxxx & Bird LLP and of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iii) a certificate, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (A) no Default has occurred and is continuing on the Closing Date and (B) the representations and warranties of the Borrower contained in Article IV-A are true and correct on and as of the Closing Date; and (iv) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Syndicated Loan on the occasion of the first Borrowing or of the Agent to issue the first Letter of Credit, whichever occurs first, is subject to the satisfaction of each the conditions set forth in Section 4.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a), (c),(d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent), provided, that so long as the Consent and Reaffirmation of Guarantors set forth after the signature pages hereof is executed and delivered, for purposes hereof, the conditions set forth in paragraphs (b) (but only with respect to the Guaranty and the Contribution Agreement), (c), (d), (f), (h), and (i) (but only with respect to the fees payable pursuant to Section 3.08) shall be deemed to have been satisfied by the execution and delivery thereof in connection with the Original Agreement and need not be satisfied in connection with this Agreement, and such paragraphs are retained herein solely for historical reference and for purposes of Section 6.23 and references in the forms of Guaranty and Contribution Agreement to certain requirements contained in paragraph (f): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note and Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.03 and a duly executed Guaranty and Contribution Agreement, and from each Bank which holds any of the Original Notes, such Original Notes,; (c) an opinion letters letter (i) (together with any opinions of Xxxxxx local counsel relied on therein) of Liddell, Sapp, Zivley, Hill & Bird LLP and of Xxxxx X. XxxxxxXxXxxx, Xxx.L.L.P., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed in form and substance satisfactory to the Administrative Agent and in its reasonable discretion, the Banks forms attached hereto as Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of an Executive Officer (other than the BorrowerSecretary), to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A V are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate certificates of incumbency of the BorrowerGeneral Partner and of each Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerGeneral Partner substantially in the form of Exhibit H (the "Officer's Certificate") and each Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower General Partner and Guarantor authorized to execute and deliver the Loan DocumentsDocuments on behalf of the Borrower or Guarantor, and certified copies of the following items: (i) the Borrower's Certificate of Limited Partnership; (ii) the Borrower's Partnership Agreement, (iii) for the Borrower: (A) Certificate/Articles General Partner, its Certificate of Incorporation, (B) Incorporation and its Bylaws, (Cv) for GBP, its Declaration of Trust and Bylaws (vi) for the General Partner, a certificate of the Secretary of State of the State of Delaware Texas as to the its valid existence as a Texas corporation, (vii) for Gables - Tennessee Properties, its Partnership Agreement; (viii) certificates of good standing or valid existence or other equivalent certificate of the Borrower Borrower, the General Partner, GBP and Gables - Tennessee Properties, as a corporation foreign general or limited partnership or foreign corporation, as the case may be, in that state, each other jurisdiction in which it is required to be qualified and (Dvii) the action taken by the Board of Directors of the General Partner and each Guarantor authorizing (A) on behalf of the Borrower, the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party, and (B) on behalf of each Guarantor, the execution, delivery and performance of the Guaranty; (bg) The Administrative Agent and a Notice of Borrowing or notification pursuant to Section 2.02A(e)of acceptance of one or more Money Market Quotes, as the Arrangers shall have received all fees and other amounts due and payable on or prior to case may be; (h) receipt of the initial Borrowing Base Certificate, showing the Borrowing Base as of the Closing Date, including, to ; and (i) receipt of the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) fees required to be reimbursed or paid by on the Borrower hereunder or under any other Loan DocumentClosing Date pursuant to Sections 2.06 and 3.08. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Syndicated Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (c),(d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note and Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04 and a duly executed Guaranty and Contribution Agreement, and from each Bank which holds any of the Original Notes, such Original Notes; (c) an opinion letters letter (i) (together with any opinions of Xxxxxx & Bird LLP and local counsel relied on therein) of Xxxxx X. XxxxxxXxxxxxx & Xxxx, Xxx.LLP, Associate General Counsel and Deputy Corporate Secretary to counsel for the BorrowerBorrowers, each dated as of the Closing Date, addressed in form and substance satisfactory to the Administrative Agent and in its reasonable discretion, the Banks forms attached hereto as Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of an Executive Officer (other than the BorrowerSecretary), to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Borrowers contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate certificates of incumbency of the BorrowerGeneral Partner and of each Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerGeneral Partner and each Guarantor, in form and substance satisfactory to the Administrative Agent (the "Officer's Certificate"), certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower General Partner and Guarantor authorized to execute and deliver the Loan DocumentsDocuments on behalf of the Borrowers or Guarantors, and certified copies of the following items, : (i) for the Borrower: Parent (A1) Certificate/Articles its Certificate of IncorporationLimited Partnership and all amendments thereto, issued by the Secretary of State of Delaware (Bor its certificate that there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect); (2) Bylawsits Fourth Amended and Restated Partnership Agreement dated as of November 12, 1998 and all amendments thereto and (C3) its Application for Registration as a certificate Foreign Limited Partnership and all amendments thereto, filed in the office of the Secretary of State of Texas (or its certificate that there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect); (ii) for the General Partner, (1) its Certificate of Incorporation and all amendments thereto, issued by the Secretary of State of Delaware as to Texas (or its certificate that there have been no amendments thereto since the good standing date of the Borrower as a corporation Original Agreement and that it is still in full force and affect), (2) its Bylaws and all amendments thereto (or its certificate that state, there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect) and (D3) the action taken a Certificate of Existence issued by the Board Secretary of Directors authorizing the execution, delivery and performance State of this Agreement, the Notes and the other Loan Documents.Texas; (biii) for GBP, (1) its Declaration of Trust and all amendments thereto(or its certificate that there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect) and (2) its Bylaws and all amendments thereto (or its certificate that there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect); and (g) for Gables-TN, its Operating Agreement dated December 30, 1999 and all amendments thereto; and (h) receipt of the fees required to be paid on the Closing Date pursuant to Sections 2.07. The Administrative Agent initial Borrowing hereunder shall include Loans in an amount which is sufficient to pay in full all existing principal of and accrued and unpaid interest of all Syndicated Loans outstanding under the Arrangers shall have received all fees and other amounts due and payable Original Agreement on or prior to the Closing Date, includingand all amounts payable pursuant to Section 7.05 with respect thereto, and to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required that any Bank has any Syndicated Loans to be reimbursed or paid so repaid, its funding of such initial Loans shall be made pursuant to Section 2.02(d). All Money Market Loans of any Bank which outstanding under the Original Agreement on the Closing Date shall be deemed to be evidenced by the Borrower hereunder or under any other new Money Market Loan DocumentNote issued to such Bank pursuant to Section 3.01(b). (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Syndicated Loans hereunder is subject to the receipt by the Agent of the documents described in clauses (a) through (d) and (j) below, and satisfaction of each of the following conditions on or prior to the Closing Datedescribed in clauses (e) through (i) below: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) an opinion letters letter of Xxxxxx & Bird LLP and of Xxxxx Jxxxxxxx X. XxxxxxXxxxxxxxx, XxxEsq., Associate General Counsel and Deputy Corporate Secretary counsel to the Borrower, each substantially in the form of Exhibit B, dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiic) a certificatecertificate (the “Closing Certificate”) substantially in the form of Exhibit F, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct in all material respects on and as of the Closing Date; and; (ivd) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Notes, and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles of Incorporation, (Bii) Bylaws, (Ciii) a certificate of the Secretary of State of the State state of Delaware incorporation as to the good standing of the Borrower as a corporation in that state, and (Div) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes Notes, and the other Loan Documents.; (be) The Administrative Agent and the Arrangers shall have received Borrower has paid all fees and other amounts then due and payable on or prior pursuant to the Closing Date, including, terms of the Commitment Letter; (f) the Share Repurchase shall have been consummated pursuant to the extent invoicedOffer to Purchase, reimbursement and no provision thereof shall have been waived, amended, supplemented or payment otherwise modified in a manner materially adverse to the interests of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.the Banks without the written consent of the Sole Arrangers; (cg) The Banks all governmental, regulatory and third party approvals necessary in connection with the Share Repurchase and the financing contemplated hereby shall have received all documentation been obtained and other information be in full force and effect, without any action being taken or threatened by any competent authority that could reasonably requested by be expected to restrain, prevent or otherwise impose material adverse conditions on the Banks Share Repurchase or the Administrative financing thereof; (h) the Borrower’s corporate credit ratings shall on the Closing Date be BBB+ or better by Standard & Poor’s Ratings Group, Inc. and Baa1 or better by Mxxxx’x Investors Service, Inc., and in each case neither ratings organization shall have announced a reduction to a rating below BBB+ or Baa1, as the case may be; (i) the Borrower has used commercially reasonable efforts to place commercial paper as available to the Borrower in the market up to the amount of the Total Revolving Credit Commitment; and (j) such other certificates or documents as the Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actmay reasonably request.

Conditions to First Borrowing. The obligation of each ----------------------------- Bank to make Loans hereunder an Advance on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) receipt by the Agent of a duly executed Note for the account of each lender complying with the provisions of Section 2.04; (c) receipt by the Agent of an opinion letters (together with any opinions of local counsel relied on therein) of Xxxxxx Xxxxx Xxxxxx & Bird LLP Xxxxxxx, LLC, counsel for the Borrower and of Xxxxx X. XxxxxxGuarantors, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (iiid) a certificatereceipt by the Agent of an opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (e) receipt by the Agent of a certificate (the "Closing Certificate"), dated the date of the first Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrowereach Loan Party, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Loan Parties contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrowereach Loan Party, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Documents, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of each Loan Party (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrowerrespective Loan Party, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower respective Loan Party, authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/the Loan Party's Certificate of Incorporation or Articles of IncorporationOrganization, as the case may be, (Bii) Bylawsthe Loan Party's Bylaws or Operating Agreement, as the case may be, (Ciii) a certificate of the Secretary of State of the such Loan Party's State of Delaware organization as to the good standing of the Borrower as a corporation in that statesuch Loan Party, and (Div) the action taken by the Board of Directors of the Loan Party authorizing the Loan Party's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Loan Party is a party; (bg) The Administrative receipt by the Agent and of a Notice of Borrowing; (h) the Arrangers Security Agreement shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid been duly executed by the Borrower hereunder or under any other Loan Document. (c) The Banks and Guarantors and shall have received all documentation been delivered to the Agent and other information shall be in full force and effect and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in the Security Agreement shall have been delivered to the Agent; (i) the Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower and Guarantors in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Accounts Receivable Collateral and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Agent that the Liens indicated in any such financing statement (or similar document) have been released or subordinated to the satisfaction of Agent; (j) receipt by the Agent of a Borrowing Base Certification Report, dated as of the last day of the calendar month immediately preceding the Closing Date; (k) receipt by the Agent and approval by the Banks or of the Administrative insurance required under this Agreement; (l) receipt by the Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.of a fully executed:

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d) and (e) below (in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)overnight courier; (iib) a duly executed Syndicated Dollar Loan Note, a duly executed Foreign Currency Loan Note and a duly executed Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04; (c) an opinion letters (together with any opinions of Xxxxxx local counsel relied on therein) of Xxxxxxxx, Xxxxxxxx & Bird LLP and of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a A certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the BorrowerBorrower substantially in the form of Exhibit H (the "Officer's Certificate"), certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware North Carolina as to the good standing existence of the Borrower as a corporation in that stateNorth Carolina corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The Administrative Agent and receipt of the Arrangers shall have received all fees and other amounts due and payable to the Agent on or prior the Closing Date pursuant to the Agent's Letter Agreement. In addition, if the Borrower desires funding of a Fixed Rate Loan on the Closing Date, includingthe Agent shall have received, by Friday, April 18, 1997, a funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Fixed Rate Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actfailure to borrow such Fixed Rate Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.2 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Administrative Agent; (iib) receipt by the Administrative Agent of a duly executed Syndicated Note for the account of each Bank and a duly executed Swing Line Note for the account of the Swing Line Lender, complying with the provisions of Section 2.4; (c) receipt by the Administrative Agent of an opinion letters of Xxxxxx Jones, Walker, Waechter, Poitevent, Carrere & Bird LLP Denexxx, XXP, counsel for the Borrower and of Xxxxx X. XxxxxxGuarantors, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Administrative Agent of an opinion of Wombxx Xxxlxxx Xxxxxxxxx & Xice, XXLC, special counsel for the Administrative Agent and Documentation Agent, dated as of the Banks Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) receipt by the Administrative Agent of a certificatecertificate (the "Closing Certificate"), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer Principal Officer of the BorrowerBorrower and each Guarantor, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date and date of the first Borrowing; (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true on and correct as of the date of the first Borrowing hereunder; and (iii) the representations and warranties of the Guarantors contained in the Guaranty are true on and as of the Closing Date; and; (ivf) receipt by the Administrative Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the BorrowerBorrower (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Louisiana as to the good standing of the Borrower as a corporation in that stateLouisiana corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bi) The receipt by the Administrative Agent of a Notice of Borrowing (in the case of a Syndicated Borrowing); and (ii) in the case of a Swing Line Advance, compliance with Section 2.3; and (h) receipt by the Administrative Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Guarantors, the corporate authority for and the validity of the Guaranty and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including without limitation a certificate of incumbency of each Guarantor (the "Guarantor Officer's Certificate"), signed by the Secretary or an Assistant Secretary of each Guarantor, substantially in the form of Exhibit F hereto, certifying as to the names, true signatures and incumbency of the officer or officers of the respective Guarantors authorized to execute and deliver the Loan Documents, and certified copies of the following items: (i) the Guarantor's Articles of Incorporation, (ii) the Guarantor's Bylaws, (iii) a certificate of the Secretary of State of the State of the Guarantor's incorporation as to the existence of the Guarantor as a corporation, and (iv) the action taken by the Board of Directors of the Guarantor authorizing the Guarantor's execution, delivery and performance of the Guaranty and the other Loan Documents to which such Guarantor is a party; (i) receipt by the Administrative Agent of the Guaranty, duly executed by each Guarantor; (j) on or before the Closing Date, the Borrower shall have acquired Morrxxxx Xxxtaurants, Inc. upon terms and conditions substantially similar to the terms and conditions as set forth in the Borrower's Offer to Purchase For Cash All Outstanding Common Stock of Morrxxxx Xxxtaurants, Inc., a copy of which has been delivered by the Borrower to the Administrative Agent and the Arrangers shall have received all fees Banks; (k) receipt by the Administrative Agent and the Banks of the calculations, financial information and other amounts due and payable on or prior supporting data, in form satisfactory to the Closing DateAdministrative Agent and Banks, includingin their sole discretion, to identifying the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.Significant Subsidiaries; and (cl) The Banks shall have received all documentation and such other information reasonably requested by documents or items as the Administrative Agent, the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Acttheir counsel may reasonably request.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Syndicated Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (c),(d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note and Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.03 and a duly executed Guaranty and Contribution Agreement, and from each Bank which holds any of the Original Notes, such Original Notes; (c) an opinion letters letter (i) (together with any opinions of Xxxxxx local counsel relied on therein) of Liddell, Sapp, Zivley, Hill & Bird LLP and of Xxxxx X. XxxxxxXxXxxx, Xxx.L.L.P., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed in form and substance satisfactory to the Administrative Agent and in its reasonable discretion, the Banks forms attached hereto as Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of an Executive Officer (other than the BorrowerSecretary), to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate certificates of incumbency of the BorrowerGeneral Partner and of each Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerGeneral Partner and each Guarantor, in form and substance satisfactory to the Administrative Agent (the "Officer's Certificate"), certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower General Partner and Guarantor authorized to execute and deliver the Loan DocumentsDocuments on behalf of the Borrower or Guarantor, and certified copies of the following items, : (i) for the Borrower: Borrower (A1) Certificate/Articles its Certificate of IncorporationLimited Partnership and all amendments thereto, issued by the Secretary of State of Delaware; (2) its Partnership Agreement and all amendments thereto, (B) Bylaws, (C3) a certificate of Existence and Good Standing issued by the Secretary of State of Delaware, (4) its Application for Registration as a Foreign Limited Partnership and all amendments thereto, filed in the office of the Secretary of State of Texas and (5) a Certificate of Existence issued by the Secretary of State of Texas; (ii) for the General Partner, (1) its Certificate of Incorporation and all amendments thereto, issued by the Secretary of State of Texas, (2) its Bylaws and all amendments thereto, (3) a Certificate of Existence issued by the Secretary of State of Texas, (4) a Certificate of Account Status issued by the Comptroller of Public Accounts for the State of Delaware as to the good standing of the Borrower as a corporation in that stateTexas, and (D5) the action taken by resolutions of the Board of Directors authorizing pertaining to the execution, execution and delivery and performance by (x) the Borrower of this the Credit Agreement, the Notes Notes, the Contribution Agreement and the other Loan Documents.Documents to which the Borrower is a party and (y) the General Partner of the Guaranty and the Contribution Agreement; (biii) The Administrative Agent for GBP, (1) its Declaration of Trust and all amendments thereto, (2) its Bylaws and all amendments thereto, and (3) resolutions of the Board of Trustees pertaining to the execution and delivery of the Guaranty and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.Contribution Agreement; and

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) a duly executed Revolver Loan Note and a duly executed Term Loan Note for the account of each Bank complying with the provisions of Section 2.04; (c) an opinion letters letter (together with any opinions of Xxxxxx local counsel relied on therein) of Smixx Xxlxx Xxlliss & Bird LLP Mooxx, X.L.P., counsel for the Borrower and of Xxxxx X. Xxxxxxthe Guarantors, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Jonxx, Xay, Reaxxx & Pogxx, xpecial counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained P(24) in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrower and each Guarantor, the corporate authority for and the validity of this Agreement, the Notes Notes, the Guaranty and the other Loan Documents Contribution Agreement, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the BorrowerBorrower and each Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or such Guarantor authorized to execute and deliver the Loan Documents, or the Guaranty and the Contribution Agreement, as applicable, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's and each Guarantor's Certificate of Incorporation, (Bii) the Borrower's and each Guarantor's Bylaws, (Ciii) a certificate certificates of the Secretary of State of for the State of Delaware organization and existence of the Borrower and each Guarantor as to the good standing of the Borrower as a corporation in that state, and each Guarantor (Div) the action taken by the Board of Directors of the Borrower and each Guarantor authorizing the Borrower's and each Guarantor's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party, and of the Guaranty and the Contribution Agreement by the Guarantors; and (bg) The Administrative Agent the Guaranty and the Arrangers Contribution Agreement, each duly executed by each of the Guarantors. In addition, if the Borrower desires funding of a Euro-Dollar Loan on the Closing Date, the Agent shall have received all fees and other amounts due and payable on or received, the requisite number of days 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Documenta Funding Indemnification Letter. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Syndicated Loan (or of Xxxxxx to make Finnish Markka Loans) on the occasion of the first Syndicated Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (in sufficient number of counterparts (except as to the Closing Date:Notes, any Limited Guaranty, any Pledge Agreement and any Pledged Note) for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of thereto either (i) a duly executed counterpart of this Agreement, each Limited Guaranty (from any Domestic Subsidiary in existence as of the Closing Date) and each Pledge Agreement (for any Foreign Subsidiary in existence as of the Closing Date) signed by such party, or (ii) a facsimile transmission of such executed counterpart stating that such party (which, subject has duly executed a counterpart of such document and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) from the Borrower a duly executed Syndicated Dollar Note, a duly executed Foreign Currency Note, a duly executed Finnish Markka Loan Note, and a duly executed Money Market Loan Note, for the account of each Bank complying with the provisions of Section 2.14; (c) an opinion letters letter (together with any opinions of Xxxxxx local counsel relied on therein) of XxXxxxxxx, Will & Bird LLP and Xxxxx, special counsel of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each substantially in the form of Exhibit B, dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Notes, each Limited Guaranty and each Pledge Agreement, as applicable, and the other Loan Documents and any other matters relevant hereto hereto, or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower substantially in the form of Exhibit H (the Borrower"Secretary's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, certifying Borrower and as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, items for the Borrower: (Ai) Certificate/Articles of Incorporation, (Bii) Bylaws, (Ciii) a certificate of the Secretary of State for the state of incorporation and existence of the State of Delaware Borrower as to the good standing of the Borrower as a corporation in that stateBorrower, and (Div) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes Notes, and the other Loan Documents.; (bg) The Administrative Agent a Notice of Borrowing; (h) certified copies of the Acquisition Agreements and the Arrangers shall have received all fees and other amounts due and payable on or prior to Consent Order; (i) copy of each Guarantee outstanding as of 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 counsel) required to be reimbursed or paid Date issued by the Borrower hereunder or under in favor of any other Loan Document.Person (and as listed on Schedule 1.01(a)); (cj) The Banks shall have received all documentation and other information reasonably requested by an executed letter agreement terminating the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.Prior Credit Agreement; and

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: ; (i) from each of the parties hereto of either (A) a duly executed counterpart of this Agreement signed by such party or (whichB) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to the Agent, subject and (ii) from each of the parties thereto of either (A) a duly executed counterpart of the Guaranty Agreement signed by such party or (B) a facsimile transmission stating that such party has duly executed a counterpart of the Guaranty Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) receipt by the Agent of a duly executed Dollar Note and a duly executed Foreign Currency Note of Franklin Electric for the account of each Bank complying with the provisions of Section 2.03; (c) receipt by the Agent of an opinion letters (together with any opinions of Xxxxxx local counsel relied on therein) of Schiff, Hardin & Bird LLP and of Xxxxx X. XxxxxxXxxxx, Xxx.counsel for Franklin Electric, Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Agent of an opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Rice, PLLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) receipt by the Agent of a certificatecertificate (the "Closing Certificate"), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit H hereto, signed by a principal financial officer of the BorrowerFranklin Electric, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Franklin Electric contained in Article IV-A IV are true and correct on and as of the Closing Datedate of the first Borrowing hereunder; and (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerFranklin Electric, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of Franklin Electric (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of Franklin Electric, substantially in the Borrowerform of Exhibit I hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower Franklin Electric authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles Franklin Electric's Certificate of Incorporation, (Bii) Franklin Electric's Bylaws, (Ciii) a certificate of the Secretary of State of the State state of Delaware incorporation for Franklin Electric as to the good standing of the Borrower as a corporation Franklin Electric in that such state, and (Div) the action taken by the Board of Directors of Franklin Electric authorizing the Franklin Electric's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. Documents to which Franklin Electric is a party; and (bg) The Administrative receipt by the Agent of all documents which the Agent or any Bank may reasonably request relating to the existence of ODI, the corporate authority for and the Arrangers shall have received validity of the Guaranty Agreement, and any other matters relevant thereto, all fees in form and other amounts due and payable on or prior substance reasonably satisfactory to the Closing DateAgent, includingincluding without limitation a certificate of incumbency of ODI, signed by the Secretary or an Assistant Secretary of ODI, substantially in the form of the Officer's Certificate (appropriately modified to refer to ODI instead of Franklin Electric), certifying as to the extent invoicednames, reimbursement true signatures and incumbency of the officer or payment officers of all reasonable out-of-pocket expenses ODI authorized to execute and deliver the Guaranty Agreement, and certified copies of the following items: (including reasonable feesi) ODI's Certificate of Incorporation, charges (ii) ODI's Bylaws, (iii) a Certificate of the Secretary of State of the state of incorporation for ODI as to the good standing of ODI in such state, and disbursements of counsel(iv) required to be reimbursed or paid the action taken by the Borrower hereunder or under any other Loan DocumentBoard of Directors of ODI authorizing ODI's execution, delivery and performance of the Guaranty Agreement. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.02 and receipt by the Agent of the following (as to the documents described in paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent); provided, however, that (i) this Agreement replaces and supersedes the Original Agreement, and (ii) all of the following conditions on or prior set forth in (b) through (d), inclusive, and (g) below shall be deemed to have been satisfied by the Closing Date:satisfaction of the same at the time of the closing of the Original Agreement (and the Notes currently held by the Banks shall continue to evidence the Syndicated Loans and Money Market Loans hereunder): (a) from the receipt by Borrower, the Administrative Agent, on or prior to the Closing Date, Agent and each of the following: Required Banks of either (i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note and a duly executed Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04; (c) an opinion letters letter of Xxxxxx & Bird LLP and of Xxxxx Stepxxx X. XxxxxxXxxxx, Xxx., Associate Xxsistant General Counsel and Deputy Corporate Secretary to of the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Jonex, Xxy, Reavxx & Xogux, xxecial counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower substantially in the form of Exhibit H (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to (i) the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes Agreement and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.Swing

Conditions to First Borrowing. The obligation of each Lender to make a Loan on the occasion of the first Borrowing (or the obligation of the Issuing Bank to make Loans hereunder issue the first Letter of Credit) is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior to the Closing Date, Agent of the following: (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart (with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Note for the account of each Lender that has requested the delivery of a Note pursuant to Section 2.04; (c) an opinion letters letter of Xxxxxx Sirote & Bird LLP and of Xxxxx X. XxxxxxPermutt, Xxx.P.C., Associate General Counsel and Deputy Corporate Secretary to counsel for the BorrowerLoan Parties, each dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiid) a certificatecertificate (the “Closing Certificate”) substantially in the form of Exhibit D, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on as of the Closing Date and date hereof, (Bii) the representations and warranties of the Borrower contained in Article IV-A V are true and correct on and as of the Closing Date; anddate hereof and (iii) the Borrower and each of the principal operating Domestic Subsidiaries listed on Schedule 4.01(d) are solvent; (ive) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower substantially in the form of Exhibit E (the Borrower“Officer’s Certificate”), signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) a certified copy of the Borrower: (A) Certificate/Articles ’s Certificate of Incorporation, (Bii) a certified copy of the Borrower’s Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that stateDelaware corporation, and (Div) a certified copy of the action taken by the Board of Directors of the Borrower authorizing the Borrower’s execution, delivery and performance of this Agreement, the Notes Agreement and the other Loan Documents.Documents to which the Borrower is a party; (bf) The all documents which the Administrative Agent may reasonably request relating to the existence of each Guarantor, the corporate authority for and the Arrangers validity of the Guaranty, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of each Guarantor substantially in the form of the Officer’s Certificate to be provided by the Borrower, signed by the Secretary or an Assistant Secretary of the applicable Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers of the applicable Guarantor authorized to execute and deliver the Loan Documents, and copies of the following items: (i) a certified copy of such Guarantor’s Certificate of Incorporation, (ii) a certified copy of such Guarantor’s Bylaws, (iii) a certificate of the Secretary of State of the state of organization of such Guarantor as to the good standing of such Guarantor in such jurisdiction, and (iv) a certified copy of the action taken by the Board of Directors or similar governing body of such Guarantor authorizing such Guarantor’s execution, delivery and performance of the Guaranty and the other Loan Documents to which such Guarantor is a party; (g) a Notice of Borrowing; (h) a Compliance Certificate; (i) reserved; (j) final audited financial statements of the Borrower and its Subsidiaries for the years ended December 31, 2003, 2004, and 2005, and unaudited financial statements for the most recent fiscal quarter for which such financial statements are available; (k) pro forma financial projections for the Borrower and its Subsidiaries for 2007, 2008, 2009, 2010 and 2011 in form and substance reasonably acceptable to the Administrative Agent which reflect the effects of the LANDesk Acquisition and any proposed future acquisitions; (l) the payment of any fees the Borrower shall have received all agreed to pay to any Lender or the Administrative Agent in connection herewith, including the fees and expenses of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other amounts due Loan Documents and payable extensions of credit hereunder, which fees of counsel to the Administrative Agent shall not exceed the amount agreed to by the Borrower and the Administrative Agent in that certain letter agreement dated May 24, 2006; (m) all consents, approvals and licenses of the boards of directors, shareholders, Governmental Authorities and other applicable third parties necessary in connection with the Loan Documents shall have been obtained; (n) evidence that no event, act, occurrence or condition has occurred which has caused or could reasonably be expected to cause a Material Adverse Effect; and (o) evidence that no material pending or threatened action, suit, investigation, litigation, bankruptcy or insolvency proceeding, injunction, order or claim with respect to the Borrower, any of its Subsidiaries, the Loan Documents or the transactions contemplated thereby. In addition, if the Borrower desires funding of a Eurodollar Loan on or the Closing Date, the Administrative Agent shall have received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules the Borrower shall have agreed upon the interest rate, amount of Borrowing and regulationsInterest Period for such Eurodollar Loan, including and (ii) the USA Patriot ActBorrower shall indemnify the Lenders from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Eurodollar Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a),(c), (d) and (e) below (in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)overnight courier; (iib) from each Borrower, a duly executed Syndicated Loan Note and a duly executed Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04, and from the Parent, a duly executed Guaranty; (c) an opinion letters letter of Xxxxxx & Bird LLP and of Xxxxx Kenyxx X. Xxxxxx, XxxXxq., Associate General Association Counsel and Deputy Corporate Secretary to of the BorrowerParent, each dated as of the Closing Date, addressed to substantially in the form of Exhibit B; (d) an opinion of Jonex, Xxy, Reavxx & Xogux, xxecial counsel for the Administrative Agent and Agent, dated as of the Banks Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of each of the BorrowerBorrowers, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Borrowers contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder (x) as stated, as to representations and warranties which contain materiality limitations and (y) in all material respects, as to all other representations and warranties; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency each of the BorrowerBorrowers, signed by the Secretary or an Assistant Secretary of each of the BorrowerBorrowers substantially in the form of Exhibit H (the "Officer's Certificate"), certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the such Borrower authorized to execute and deliver the Loan DocumentsDocuments and, as to the Parent, the Guaranty, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles each Borrower's Certificate of Incorporation, (Bii) Bylawseach Borrower's Bylaws , (Ciii) a certificate of the Secretary of State of the State Secrxxxxx xx Xxxxx xx xxx Xxxxx of Delaware as to the good standing of the Borrower Parent as a corporation in that stateDelaware corporation, and a comparable certificate from the Secretary of State from the jurisdiction of each other Borrower and (Div) the action taken by the Board of Directors of each of the Borrowers authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party and, as to the Parent, the Guaranty; (bg) The a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable; (h) a duly executed Compliance Certificate; (i) payment to the Administrative Agent and the Arrangers Syndication Agent of the fees pursuant to the Administrative Agent's Letter Agreement and the Syndication Agent's Letter Agreement, respectively; and (j) delivery to the Administrative Agent and the Banks of the Y2K Plan. In addition, if any Borrower desires funding of a Fixed Rate Loan on the Closing Date, the Administrative Agent shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules such Borrower shall have agreed upon the interest rate, amount of Borrowing and regulationsInterest Period for such Fixed Rate Loan, including and (ii) such Borrower shall indemnify the USA Patriot ActBanks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Fixed Rate Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder an Advance on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) receipt by the Agent of a duly executed Note for the account of each lender complying with the provisions of Section 2.04; (c) receipt by the Agent of an opinion letters (together with any opinions of Xxxxxx local counsel relied on therein) of McGuire, Woods, Battle & Bird LLP and of Xxxxx X. XxxxxxBootxx, XxxXXP., Associate General Counsel counsel for the Borrower and Deputy Corporate Secretary to the BorrowerGuarantors, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (iiid) a certificatereceipt by the Agent of an opinion of Wombxx Xxxlxxx Xxxxxxxxx & Xice, XXLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (e) receipt by the Agent of a certificate (the "Closing Certificate"), dated the date of the first Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrowereach Loan Party, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Loan Parties contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrowereach Loan Party, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Documents, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.each

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (in sufficient number of counterparts (except as to the Closing Date:Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) a duly executed Note for the account of each Bank complying with the provisions of Section 2.03; (c) an opinion letters letter (together with any opinions of Xxxxxx local counsel relied on therein) of Thelen, Marrin, Xxxxxxx & Bird LLP Xxxxxxx, counsel for the Borrower and of Xxxxx X. Xxxxxxthe Guarantors (including, Xxx.without limitation, Associate General Counsel and Deputy Corporate Secretary to the BorrowerTLGI), each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of EXHIBIT B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of EXHIBIT C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "CLOSING CERTIFICATE") substantially in the form of EXHIBIT G, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true on and as of the date of the first Borrowing hereunder, except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of the Closing Date; andsuch earlier date; (ivf) duly executed Guaranties from each of the Guarantors; (g) a duly executed Security Agreement; (h) a certified copy of the agency agreement (together with all other material documents and instruments related thereto) between the Borrower and LGII; (i) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrower and the Guarantors, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Documents, and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of each of the BorrowerBorrower and the Guarantors, signed by the respective Secretary or an Assistant Secretary of each of the BorrowerBorrower and the Guarantors, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of each of the Borrower and the Guarantors authorized to execute and deliver the Loan Documents, and certified copies of the following items, items for each of the BorrowerBorrower and the Guarantors: (Ai) Certificate/Articles the Certificate of Incorporation, (Bii) the Bylaws, (Ciii) a certificate of existence from the Secretary of State of the State of Delaware as to the appropriate jurisdiction, (iv) good standing of certificates from the Borrower as a corporation in that stateappropriate jurisdictions, and (Dv) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which it is a party; (bj) The Administrative a Notice of Borrowing; and (k) receipt of the fees payable to (i) the Banks pursuant to Section 2.06 and (ii) the Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior pursuant 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan DocumentAgent's Letter Agreement. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Administrative Agent; (iib) receipt by the Administrative Agent of a duly executed Dollar Note and a duly executed Foreign Currency Note for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Administrative Agent of an opinion letters (together with any opinions of Xxxxxx local counsel relied on therein) of Schiff Hardin & Bird LLP Waite, counsel for xxx Xxxxxxxx, daxxx xs of the Closing Date, substantially in the form of Exhibit C hereto and of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary covering such additional matters relating to the Borrowertransactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Administrative Agent of an opinion of Womble Carlyle Sandridge & Rice, each PLXX, xxexxxx xxxxxxx xxx the Xxxinistrative Agent, dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) receipt by the Administrative Agent of a certificatecertificate (the "Closing Certificate"), dated as of the Closing Date, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Administrative Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the BorrowerBorrower (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State state of Delaware incorporation for the Borrower as to the good standing of the Borrower as a corporation in that such state, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The receipt by the Administrative Agent of a Notice of Borrowing; (h) receipt by the Administrative Agent of evidence satisfactory to it that the obligations of the Borrower pursuant to that certain Amended and Restated Credit Agreement dated as of December 30, 1997 among the Borrower, the Banks listed therein and Wachovia Bank, N.A., as Agent, have been satisfied in full and such agreement has been terminated; (i) receipt by the Administrative Agent, for its own account, of all fees and expenses payable on the Closing Date pursuant to the Administrative Agent's Letter Agreement; 34 (j) receipt by the Administrative Agent for the account of each Bank, the up-front fees in such amounts as have previously been agreed by the Borrower, the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses Banks; and (including reasonable fees, charges and disbursements of counselk) required to be reimbursed or paid receipt by the Borrower hereunder Administrative Agent of such other documents or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by items the Administrative Agent, the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Acttheir counsel may reasonably request.

Conditions to First Borrowing. The obligation obligations of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of (i) a duly executed counterpart of this Agreement signed by such party or a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to the Administrative Agent, (whichii) a duly executed counterpart of the Guaranty and the Indemnity, subject Subrogation and Contribution Agreement signed by such party or a facsimile transmission stating that such party has duly executed a counterpart of the Guaranty and the Indemnity, Subrogation and Contribution Agreement and sent such counterpart to Section 9.15(b)the Administrative Agent, may include any Electronic Signatures transmitted and (iii) a duly executed counterpart of the Pledge Agreement signed by emailed .pdf such party or any other electronic means a facsimile transmission stating that reproduces an image such party has duly executed a counterpart of an actual executed signature pagethe Pledge Agreement and sent such counterpart to the Administrative Agent (provided that if there are no Foreign Significant Subsidiaries on the Closing Date and on the date of the first Borrowing, the condition set forth in this clause (iii) shall not apply); (iib) receipt by the Administrative Agent of a duly executed Syndicated Note and Money Market Note for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Administrative Agent of an opinion letters (together with any opinions of Xxxxxx & Bird LLP local counsel relied on therein) of Miller, Canfield, Paddock and of Xxxxx X. XxxxxxStone, Xxx.P.L.C., Associate General Counsel counsel for the Borrower and Deputy Corporate Secretary to the BorrowerGuarantors, each dated as of the Closing Date, addressed to substantially in the form of Exhibit C hereto; (d) receipt by the Administrative Agent and of an opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, special counsel for the Banks Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) receipt by the Administrative Agent of a certificatecertificate (the "Closing Certificate"), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrower, Borrower to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing, and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV and of each Guarantor contained in Section 9 of the Guaranty are true and correct in all material respects on and as of the Closing Date; anddate of the first Borrowing; (ivf) receipt by the Administrative Agent of all documents which the Administrative Agent may reasonably request relating to the existence of the BorrowerBorrower and the Guarantors, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Documents, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the BorrowerBorrower and each Guarantor (each an "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the BorrowerBorrower or such Guarantor, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or such Guarantor authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's and each Guarantor's Certificate of Incorporation, (Bii) the Borrower's and each Guarantor's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Michigan as to the good standing of the Borrower as a corporation Michigan corporation, (iv) a certificate from the Secretary of State (or comparable official) of each jurisdiction in that statewhich any Guarantor is organized as to the good standing and/or existence of such Guarantor in such jurisdiction, and (Dv) the action taken by the Board of Directors of the Borrower and each Guarantor authorizing the Borrower's and such Guarantor's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower or such Guarantor is a party; (bg) The receipt by the Administrative Agent of (i) the Pledged Shares, together with stock powers executed by the Borrower in blank, and (ii) satisfactory evidence that the Administrative Agent has a perfected, first-priority Lien in all of the Pledged Shares and that the Pledged Shares are not encumbered by any other Lien (provided that if there are no Foreign Significant Subsidiaries on the Closing Date and on the date of the first Borrowing, the conditions set forth in this paragraph (g) shall not apply); (h) receipt by the Administrative Agent of evidence satisfactory to the Administrative Agent that immediately upon funding of the initial Borrowing (i) the Debt outstanding under the Existing Comerica Credit Agreement and the Existing Wachovia Credit Agreement will be repaid in full, and (ii) the Existing Comerica Credit Agreement and the Existing Wachovia Credit Agreement will each be terminated; (i) receipt by the Administrative Agent and the Arrangers shall have received Lead Arranger of all fees and other amounts due and expenses payable on or prior the Closing Date pursuant 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.Administrative Agent's Letter Agreement; and (cj) The Banks shall have received all documentation and other information reasonably requested receipt by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including of such other documents or items as the USA Patriot ActAdministrative Agent or its counsel may reasonably request.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) receipt by the Agent of duly executed Syndicated Notes and duly executed Money Market Notes for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Agent of an opinion letters (together with any opinions of Xxxxxx local counsel relied on therein) of XxXxxxxxx, Will & Bird LLP and of Xxxxx X. XxxxxxXxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Agent of an opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) receipt by the Agent of a certificatecertificate (the "Closing Certificate"), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the BorrowerBorrower (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/'s Articles of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Wisconsin as to the good standing of the Borrower as a corporation in that stateWisconsin corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The Administrative receipt by the Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior of evidence satisfactory to the Closing Date, including, to the extent invoiced, reimbursement or payment it of repayment in full of all reasonable out-of-pocket expenses Debt outstanding under the Existing Credit Agreements and termination of the Existing Credit Agreements; (including reasonable fees, charges and disbursements of counselh) required to be reimbursed or paid receipt by the Borrower hereunder or under any other Loan Document.Agent of evidence satisfactory to it of consummation of the Repap Acquisition upon the terms and conditions set forth in the Repap Purchase Agreement; and (ci) The Banks shall have received all documentation and other information reasonably requested receipt by the Banks Agent of a Notice of Borrowing (in the case of a Syndicated Borrowing) or a Money Market Quote Request (in the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actcase of a Money Market Borrowing).

Conditions to First Borrowing. The obligation of each ----------------------------- Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a), (c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note and a duly executed Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.03 (including a Designated Bank Note in favor of Four Winds Funding Corporation, as the Designated Bank of Commerzbank AG, Atlanta Agency) and a Guaranty duly executed by the Initial Guarantor and a Contribution Agreement duly executed by the Borrower and the Initial Guarantor; (c) an opinion letters letter of Xxxxxx & Bird LLP XxXxxxxxxx Xxxxxxxx, LLP, counsel for the Borrower and of Xxxxx X. Xxxxxxthe Initial Guarantor, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters --------- relating to the transactions contemplated hereby as the Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C --------- and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal --------- financial officer of the Borrower, to the effect that that, to the best of his or her knowledge, (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrower and the Initial Guarantor, the corporate authority for and the validity of this Agreement, the Notes Notes, the Guaranty and the other Loan Documents Contribution Agreement, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency each of the BorrowerBorrower and the Initial Guarantor substantially in the form of Exhibit H --------- (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the BorrowerBorrower and the Initial Guarantor, certifying respectively, and as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or Initial Guarantor authorized to execute and deliver the Loan Documents, and certified copies of the following items, items for each of the Borrower: Borrower and Initial Guarantor (A) Certificate/Articles of Incorporation, (B) Bylaws, (Ci) a certificate of the Secretary of State of the State of Delaware its incorporation as to the its good standing of the Borrower as a corporation in that stateincorporated therein, and (Dii) the action taken by the its Board of Directors authorizing the execution, delivery and performance of the Loan Documents to which it is a party; (g) a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable; (h) receipt of the initial Borrowing Base Certificate, showing the Borrowing Base as of last day of the Fiscal Quarter ending prior to the Closing Date; (i) termination and payment in full of the Existing Credit Agreement (and proceeds of Loans on the Closing Date may be used for such purpose); (j) receipt by the Agent of all fees payable to the Agent on the Closing Date pursuant to the Agent's Letter Agreement; (k) receipt by the Agent, for the account of each Bank, of an extension fee in an amount equal to 0.10% of the amount of the such Bank's Commitment in effect under the Existing Credit Agreement on the day before the Closing Date; and (l) receipt by the Agent, for the account of each Bank, of an origination fee in an aggregate amount equal to 0.15% of the amount by which the amount of such Bank's Commitment in effect under this Agreement on the Closing Date, after giving effect to this Agreement, exceeds the Notes and amount of such Bank's Commitment in effect under the other Existing Credit Agreement on the day before the Closing Date. In addition, if the Borrower desires funding of a Fixed Rate Loan Documents. (b) The Administrative on the Closing Date, the Agent and the Arrangers shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Fixed Rate Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actfailure to borrow such Fixed Rate Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (in sufficient number of counterparts (except as to the Closing Date:Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) a duly executed Note for the account of each Bank complying with the provisions of Section 2.03; (c) an opinion letters letter (together with any opinions of Xxxxxx local counsel relied on therein) of Xxxxxxxxxx & Bird LLP and of Xxxxx X. XxxxxxXxxxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Georgia as to the good standing valid existence of the Borrower as a corporation in that stateGeorgia corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment a Notice of all reasonable out-of-pocket expenses Borrowing; and (including reasonable fees, charges and disbursements of counselh) required to be reimbursed or paid by a letter from the Borrower hereunder or to Wachovia terminating the commitments under any other Loan Documentthe Credit Agreement dated November 15, 1994. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Syndicated Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (c),(d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) opinion letters of Xxxxxx & Bird LLP a duly executed Syndicated Loan Note and Money Market Loan Note for the account of Xxxxx X. XxxxxxFargo Bank, Xxx.N.A., Associate General Counsel SunTrust Bank, and Deputy Corporate Secretary Wachovia Bank, National Association complying with the provisions of Section 2.04 and a duly executed Guaranty and Contribution Agreement, and each Bank holding the Original Notes, shall continue to hold such Original Notes evidencing the BorrowerLoans hereunder; (c) an opinion letter (i) (together with any opinions of local counsel relied on therein) of Xxxxxxx Procter LLP, each counsel for the Borrowers, dated as of the Closing Date, addressed in form and substance satisfactory to the Administrative Agent and in its reasonable discretion, the Banks forms attached hereto as Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G, dated as of the Closing Date, signed by a principal financial officer of an Executive Officer (other than the BorrowerSecretary), to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Borrowers contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate certificates of incumbency of the BorrowerGeneral Partner and of each Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerGeneral Partner and each Guarantor, in form and substance satisfactory to the Administrative Agent (the "Officer's Certificate"), certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower General Partner and Guarantor authorized to execute and deliver the Loan DocumentsDocuments on behalf of the Borrowers or Guarantors, and certified copies of the following items, : (i) for the Borrower: Parent (A1) Certificate/Articles its Certificate of IncorporationLimited Partnership and all amendments thereto, issued by the Secretary of State of Delaware (Bor its certificate that there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect); (2) Bylawsits Fourth Amended and Restated Partnership Agreement dated as of November 12, 1998 and all amendments thereto and (C3) its Application for Registration as a certificate Foreign Limited Partnership and all amendments thereto, filed in the office of the Secretary of State of Texas (or its certificate that there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect); (ii) for the General Partner, (1) its Certificate of Incorporation and all amendments thereto, issued by the Secretary of State of Delaware as to Texas (or its certificate that there have been no amendments thereto since the good standing date of the Borrower as a corporation Original Agreement and that it is still in full force and affect), (2) its Bylaws and all amendments thereto (or its certificate that state, there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect) and (D3) the action taken a Certificate of Existence issued by the Board Secretary of Directors authorizing the execution, delivery and performance State of this Agreement, the Notes and the other Loan Documents.Texas; (biii) for GBP, (1) its Declaration of Trust and all amendments thereto (or its certificate that there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect) and (2) its Bylaws and all amendments thereto (or its certificate that there have been no amendments thereto since the date of the Original Agreement and that it is still in full force and affect); and (g) for Gables-TN, its Operating Agreement dated December 30, 1999 and all amendments thereto; and (h) receipt of the fees required to be paid on the Closing Date pursuant to Sections 2.07. The Administrative Agent initial Borrowing hereunder shall include Loans in an amount which is sufficient to pay in full all existing principal of and accrued and unpaid interest of all Syndicated Loans outstanding under the Arrangers shall have received all fees and other amounts due and payable Original Agreement on or prior to the Closing Date, includingand all amounts payable pursuant to Section 7.05 with respect thereto, and to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required that any Bank has any Syndicated Loans to be reimbursed or paid so repaid, its funding of such initial Loans shall be made pursuant to Section 2.02(d). All Money Market Loans of any Bank which outstanding under the Original Agreement on the Closing Date shall be deemed to be evidenced by the Borrower hereunder or under any other new Money Market Loan DocumentNote issued to such Bank pursuant to Section 3.01(b). (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each ----------------------------- Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Note for the account of each Bank complying with the provisions of Section 2.03 and a duly executed Guaranty and Contribution Agreement; (c) an opinion letters letter of Xxxxxx Glass, XxXxxxxxxx, Xxxxxxxx & Bird LLP and of Xxxxx X. XxxxxxXxxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the --------- transactions contemplated hereby as the Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters --------- relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal --------- financial officer of the Borrower, to the effect that that, to the best of his or her knowledge, (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Contribution Agreement, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower substantially in the form of Exhibit H (the Borrower"Officer's --------- Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, certifying Borrower and as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, items for the Borrower: Borrower (Ai) Certificate/Articles its Certificate of Incorporation, (Bii) its Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware its incorporation as to the its good standing of the Borrower as a corporation in that stateincorporated therein, and (Div) the action taken by the its Board of Directors authorizing the execution, delivery and performance of this the Loan Documents to which it is a party; (g) a Notice of Borrowing; (h) receipt of the initial Borrowing Base Certificate, showing the Borrowing Base as of last day of the Fiscal Quarter ending prior to the Closing Date; (i) termination and payment in full of the existing line of credit facility from Bankers Trust Company (and proceeds of Loans on the Closing Date may be used for such purpose); (j) review by the Agent of all applicable mortgage documents relating to the Cross Pointe Centre Property; and (k) receipt of all fees payable to the Agent on the Closing Date pursuant to the Agent's Letter Agreement. In addition, if the Borrower desires funding of a Euro-Dollar Loan on the Closing Date, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Euro-Dollar Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and antifailure to borrow such Euro-money laundering rules and regulations, including the USA Patriot ActDollar Loan on such date.

Conditions to First Borrowing. The obligation of each Bank Lender to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (c) and (d) below, in sufficient number of counterparts for delivery of a counterpart to each Lender and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto or thereto of either (i) a duly executed counterpart of this Agreement and each other Loan Document signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart (with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) duly executed Syndicated Loan Notes for the account of each Lender, if such Lender has requested the delivery of such Notes pursuant to Section 2.04 and a duly executed Swing Loan Note for the account of Wachovia if so requested pursuant to Section 2.04; (c) an opinion letters letter of Xxxxxx & Bird LLP Kevxx X. Xxxxxxxxxx, Xice President, Secretary and of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel of the Borrower and Deputy Corporate Secretary to the BorrowerGuarantors, each dated as of the Closing Date, addressed substantially in the form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent and or any Lender may reasonably request; (d) an opinion of Womxxx Xxrxxxx Xxxxxxxxx & Ricx, XLLC, special counsel for the Banks Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Lender may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower substantially in the form of Exhibit J (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that stateDelaware corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes Agreement and the other Loan Documents.Documents to which the Borrower is a party; (bg) The all documents which the Administrative Agent or any Lender may reasonably request relating to the existence of each Guarantor, the corporate authority for and the Arrangers validity of the Guaranty and each other Loan Document to which such Guarantor is a party, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including, without limitation, a certificate of such Guarantor substantially in the form of Exhibit K (the "Officer's Certificate of Guarantor"), signed by the Secretary or an Assistant Secretary of such Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers of such Guarantor authorized to execute and deliver the Guaranty and the other Loan Documents to which such Guarantor is a party, and certified copies of the following items: (i) such Guarantor's Certificate of Incorporation, (ii) such Guarantor's Bylaws, (iii) a certificate of the Secretary of State for the state of incorporation of such Guarantor as to the good standing of such Guarantor, and (iv) the action taken by the Board of Directors of such Guarantor authorizing such Guarantor's execution, delivery and performance of the Guaranty and the other Loan Documents to which such Guarantor is a party; (h) a Notice of Borrowing; (i) evidence satisfactory to the Administrative Agent that the Existing Credit Agreement has been terminated and all Debt outstanding thereunder has been repaid in full (or immediately will be repaid in full with the proceeds of the first Borrowing hereunder); and (j) fees payable to the Lenders in accordance with Section 2.07(b). In addition, if the Borrower desires funding of a Fixed Rate Loan on the Closing Date, the Administrative Agent shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules the Borrower shall have agreed upon the interest rate, amount of Borrowing and regulationsInterest Period for such Fixed Rate Loan, including and (ii) the USA Patriot ActBorrower shall indemnify the Lenders from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Fixed Rate Loan on such date (other than any such failure caused by a failure by the Lenders to fund such Fixed Rate Loan in violation of this Agreement).

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d) and (e) below (in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)overnight courier; (iib) from each Borrower, a duly executed Syndicated Dollar Loan Note, a duly executed Foreign Currency Loan Note and a duly executed Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04, and from the Parent, a duly executed Guaranty; (c) an opinion letters of Xxxxxx & Bird LLP and letter of Xxxxx X. XxxxxxXxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to of the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and form of Exhibit B; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Banks Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of each of the BorrowerBorrowers, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Borrowers contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder (x) as stated, as to representations and warranties which contain materiality limitations and (y) in all material respects, as to all other representations and warranties; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency each of the BorrowerBorrowers, signed by the Secretary or an Assistant Secretary of each of the BorrowerBorrowers substantially in the form of Exhibit J (the "Officer's Certificate"), certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the such Borrower authorized to execute and deliver the Loan DocumentsDocuments and, as to the Parent, the Guaranty, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles each Borrower's Certificate of IncorporationIncorporation (or comparable document in the case of any Borrower which is a Foreign Subsidiary), (Bii) Bylawseach Borrower's Bylaws (or comparable document in the case of any Borrower which is a Foreign Subsidiary), (Ciii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower Parent as a corporation in that stateDelaware corporation, and a comparable certificate (Dif available) from the Secretary of State (or other comparable public official) from the jurisdiction of each other Borrower and (iv) the action taken by the Board of Directors of each of the Borrowers authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party and, as to the Parent, the Guaranty; (bg) The Administrative a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable; and (h) payment of the Agent's fees pursuant to the Agent's Letter Agreement. In addition, if any Borrower desires funding of a Fixed Rate Loan on the Closing Date, the Agent and the Arrangers shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the such Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Fixed Rate Loan, and (ii) such Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actfailure to borrow such Fixed Rate Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder the Term Loan on the Closing Date and/or make a Revolving Credit Advance on the occasion of the first Revolving Credit Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) receipt by the Agent of duly executed Notes for the account of each lender complying with the provisions of Section 2.04; (c) receipt by the Agent of an opinion letters of Xxxxxx Rxxxxxxx, Bxxxxxxx & Bird LLP Hxxxxx, P.A., counsel for the Borrower and of Xxxxx X. XxxxxxGuarantors, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (iiid) receipt by the Agent of a certificatecertificate (the “Closing Certificate”), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrowereach Loan Party, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Loan Parties contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ive) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrowereach Loan Party, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Documents, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of each Loan Party (the Borrower“Officer’s Certificate”), signed by the Secretary or an Assistant Secretary of the Borrowerrespective Loan Party, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower respective Loan Party, authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/the Loan Party’s Certificate of Incorporation or Articles of IncorporationOrganization, as the case may be, (Bii) Bylawsthe Loan Party’s Bylaws or Operating Agreement, as the case may be, (Ciii) a certificate of the Secretary of State of the such Loan Party’s State of Delaware organization as to the good standing of the Borrower as a corporation in that statesuch Loan Party, and (Div) the action taken by the Board of Directors of the Loan Party authorizing the Loan Party’s execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Loan Party is a party; (bf) The Administrative receipt by the Agent of a Notice of Borrowing; (g) evidence satisfactory to the Agent that the Previous Loan Agreement has been terminated and all indebtedness, liabilities and obligations thereunder have been paid in full; (h) the Arrangers Borrower shall have received all pay to the Agent, for the account and sole benefit of the Agent, such fees and other amounts that are due and payable on or prior to the Closing Date, including, to Date as set forth in the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.Agent’s Letter Agreement; and (ci) The Banks shall have received all documentation and such other information reasonably requested by documents or items as the Agent, the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Acttheir counsel may reasonably request.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing and the Issuer to issue a New Letter of Credit is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d) and (e) below (in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)overnight courier; (iib) a duly executed Syndicated Loan Note, and a duly executed Money Market Loan Note, for the account of each Bank (as applicable) complying with the provisions of Section 2.04, and the duly executed Security Agreement; (c) an opinion letters (together with any opinions of Xxxxxx local counsel relied on therein) of Xxxxxxxx, Xxxxxxxx & Bird LLP and of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (iiid) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ive) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a A certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the BorrowerBorrower substantially in the form of Exhibit H (the "Officer's Certificate"), certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/'s Articles of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware North Carolina as to the good standing existence of the Borrower as a corporation in that stateNorth Carolina corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bf) The Administrative Agent and receipt of the Arrangers shall have received all fees and other amounts due and payable on or prior to the Agent on the Closing Date, including, Date pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan DocumentAgent's Letter Agreement. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder any Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) receipt by the Agent of the duly executed Notes for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Agent of an opinion letters (together with any opinions of Xxxxxx & Bird LLP and local counsel relied on therein) of Xxxxx Marxxx X. XxxxxxXxxxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to of the Borrower, each dated as substantially in the form of the Closing Date, addressed to the Administrative Agent and the Banks Exhibit B hereto and covering such additional matters relating to the transactions contemplated hereby as any Bank may reasonably request; (d) receipt by the Agent of an opinion of Womxxx Xxrxxxx Xxxxxxxxx & Ricx, XLLC, special counsel for the Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) receipt by the Agent of a certificate, dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit D hereto, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing; and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV hereof are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Agent of all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit E hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/'s Articles of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware South Carolina as to the good standing existence of the Borrower as a corporation in that stateSouth Carolina corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; and (bg) The Administrative receipt by the Agent of all documents which the Agent may reasonably request relating to the existence of Cosmos, the corporate authority for and the Arrangers shall have received validity of the Guaranty, and any other matters relevant hereto, all fees in form and other amounts due and payable on or prior substance satisfactory to the Closing DateAgent, includingincluding without limitation a certificate of incumbency of Cosmos, signed by the Secretary or an Assistant Secretary of Cosmos, substantially in the form of Exhibit I hereto, certifying as to the extent invoicednames, reimbursement true signatures and incumbency of the officer or payment officers of all reasonable out-of-pocket expenses Cosmos authorized to execute and deliver the Guaranty, and certified copies of the following items: (including reasonable feesi) Cosmos' Articles of Incorporation, charges (ii) Cosmos' Bylaws, (iii) a certificate of the Secretary of State of the State of South Carolina as to the existence of Cosmos as a South Carolina corporation, and disbursements of counsel(iv) required to be reimbursed or paid the action taken by the Borrower hereunder or under any Board of Directors of Cosmos authorizing Cosmos' execution, delivery and performance of the Guaranty and the other Loan DocumentDocuments to which Cosmos is a party. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank Lender to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Lender and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart (with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note and a duly executed Money Market Loan Note for the account of each Lender complying with the provisions of Section 2.05; (c) an opinion letters letter (together with any opinions of Xxxxxx & Bird LLP and local counsel relied on therein) of Xxxxx X. XxxxxxXxxxxxx Xxxxxxxx, Xxx.X.X., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed substantially in the form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent and or any Lender may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Banks Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; ; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Datedate of the first Borrowing hereunder; and (ivf) all documents which the Administrative Agent or any Lender may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower substantially in the form of Exhibit H (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that stateDelaware corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. Documents to which the Borrower is a party; (bg) The duly executed Subsidiary Guaranties from each of the Borrower's Material Subsidiaries in existence on the Closing Date (as disclosed on Schedule 4.08); (h) a duly executed Contribution Agreement by the Borrower and each of the Borrower's Material Subsidiaries in existence on the Closing Date (as disclosed on Schedule 4.08); (i) a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable; (j) execution and delivery of a written termination agreement with respect to that certain Credit Agreement dated as of November 19, 1993, between Wachovia, as agent, and AFC; and (k) receipt of the fees described in Section 2.08(b) and (c). In addition, if the Borrower desires funding of a Fixed Rate Loan on the Closing Date, the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules the Borrower shall have agreed upon the interest rate, amount of Borrowing and regulationsInterest Period for such Fixed Rate Loan , including and (ii) the USA Patriot ActBorrower shall indemnify the Lenders from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Fixed Rate Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note and a duly executed Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04; (c) an opinion letters letter (together with any opinions of Xxxxxx & Bird LLP and local counsel relied on therein) of Xxxxx X. Xxxxxx, Xxx., the General Counsel or Associate General Counsel and Deputy Corporate Secretary to of the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Jonex, Xxy, Reavxx & Xogux, xxecial counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrower and each Guarantor, the corporate authority for and the validity of this Agreement, the Notes Notes, the Guaranty and the other Loan Documents Contribution Agreement, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the BorrowerBorrower and each Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or such Guarantor authorized to execute and deliver the Loan Documents, or the Guaranty and the Contribution Agreement, as applicable, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's and each Guarantor's Certificate of Incorporation, (Bii) the Borrower's and each Guarantor's Bylaws, (Ciii) a certificate certificates of the Secretary of State of the State of Delaware South Carolina as to the good standing of the Borrower as a corporation in that stateSouth Carolina corporation, and of the Secretary of State of Delaware as to the good standing of Springs Window Fashions Division, Inc. as a Delaware corporation, and of the Secretary of State of Georgia as to the good standing of Dundee Millx, Incorporated as a Georgia corporation and (Div) the action taken by the Board of Directors of the Borrower and each Guarantor authorizing the Borrower's and each Guarantor's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party, and of the Guaranty and the Contribution Agreement by the Guarantors; (bg) The Administrative Agent the Guaranty and the Arrangers shall have received Contribution Agreement, each duly executed by each of the Guarantors; and (h) receipt of all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by on the Borrower hereunder or under any other Loan DocumentClosing Date pursuant to the Agent's Letter Agreement. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Syndicated Loan, or of Wachovia to make a Swing Loan on the occasion of the first Borrowing, or the obligation of the Agent to issue the first Letter of Credit, is subject to the satisfaction of each the conditions set forth in Section 4.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note for the account of each Bank and a duly executed Swing Loan Note for the account of Wachovia, in each case complying with the provisions of Section 2.03; (c) an opinion letters letter (together with any opinions of Xxxxxx local counsel relied on therein) of Long, Xxxxxxxx & Bird LLP and of Xxxxx X. Xxxxxx, Xxx.counsel for the Borrowers, Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit I), dated as of the Closing Date, signed by a principal financial officer of each of the BorrowerBorrowers, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Borrowers contained in Article IV-A V are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrowers, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency each of the BorrowerBorrowers substantially in the form of Exhibit J (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the such Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the such Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles such Borrower's Certificate of Incorporation, (Bii) such Borrower's Bylaws, (Ciii) a certificate of the Secretary Secretaries of State of the State States of Delaware and Georgia as to the good standing of the such Borrower as a Delaware corporation and as a foreign corporation authorized to do business in that stateGeorgia, respectively, and (Div) the action taken by the Board of Directors of such Borrower authorizing the such Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which such Borrower is a party; (bg) The Administrative a Notice of Borrowing and a Borrowing Base Certificate; and (h) receipt of the facility fee payable for the account of the Banks pursuant to Section 2.06(b) and of the servicing fee payable for the account of the Agent and pursuant to Section 2.06(c). In addition, if either Borrower desires funding of a Euro-Dollar Loan on the Arrangers Closing Date, the Agent shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the such Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Euro-Dollar Loan, and (ii) such Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and antifailure to borrow such Euro-money laundering rules and regulations, including the USA Patriot ActDollar Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) opinion letters receipt by the Agent of Xxxxxx a duly executed Note for the account of each Bank complying with the provisions of Section 2.03; (c) receipt by the Agent of opinions (together with any opinions of local counsel relied on therein) of Lagux, Xxwmxx & Bird LLP Xrish, P.C. and of Xxxxx X. XxxxxxBuchxxxx Xxxersoll, Xxx.P.C., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent forms of Exhibit B-1 and the Banks Exhibit B-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (iiid) a certificatereceipt by the Agent of an opinion of Womble, Carlyle, Sandxxxxx & Xice, XXLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (e) receipt by the Agent of a certificate (the "Closing Certificate"), dated as of the Closing Date, substantially in the form of Exhibit D hereto, signed by a principal financial officer the Chairman of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date and (B) the representations and warranties date of the Borrower contained in Article IV-A are true and correct on and as of the Closing Date; first Borrowing and (iv) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder is subject to a Loan on the occasion of the first Borrowing under the Original Credit Agreement (or any amendment thereof, as applicable) was satisfied by the satisfaction of each of the following conditions set forth in Section 3.02 on the date of such first Borrowing (or prior to the Closing Date: (aamendment) the and receipt by the Administrative Agent, on or prior to the Closing Date, Agent of the following:documents described below in this paragraph (a): (i) from each of the parties hereto to the Original Credit Agreement of either (A) a duly executed counterpart of this the Original Credit Agreement signed by such party or (which, subject B) a facsimile transmission of such executed counterpart (with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (ii) a duly executed Syndicated Loan Note and a duly executed Money Market Loan Note for the account of each Bank and a duly executed Swing Loan Note for the account of Wachovia complying with the provisions of Section 2.03; (iii) an opinion letters letter of Xxxxxx & Bird LLP Pircher, Nxxxxxx and of Xxxxx X. XxxxxxMxxxx, Xxx.counsel for the Parent and the Guarantors, Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Original Closing Date, addressed substantially in the form of EXHIBIT B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent and or any Bank may reasonably request; (iv) an opinion of Jxxxx, Day, Rxxxxx & Pxxxx, special counsel for the Banks Administrative Agent, dated as of the Original Closing Date, substantially in the form of EXHIBIT C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiiv) a certificatecertificate (the "Closing Certificate") substantially in the form of EXHIBIT G), dated as of the Original Closing Date, signed by a principal financial officer an Executive Officer of the BorrowerGeneral Partner, to the effect that that, (A) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (B) the representations and warranties of the Borrower Parent and each Guarantor contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivvi) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerParent, the corporate partnership authority for and the validity of this the Original Credit Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency and agreement of the BorrowerGeneral Partner as of the Original Closing Date substantially in the form of EXHIBIT H (the "Officer's Certificate and Agreement"), signed by the Secretary or an Assistant Secretary Executive Officer of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan DocumentsGeneral Partner, and certified copies of the following items, respective items for the BorrowerParent and the General Partner: (A) Certificate/Articles its Certificate of IncorporationDeclaration of Trust, or Certificate of Limited Partnership, (B) Bylawsits Declaration of Trust, Partnership Agreement, (C) a certificate of the Secretary of State of the State of Delaware its incorporation or creation as to the its good standing of the Borrower as a corporation in that statereal estate investment trust or partnership created therein, and (D) the action taken by the its Board of Directors Trustees of the General Partner authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which it is a party; (bvii) The a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable; (viii) receipt of the Borrowing Base Certificate for the Fiscal Quarter ending on June 30, 1999; (ix) receipt of the upfront fee payable to the Banks pursuant to separate agreement between the Administrative Agent and the Arrangers Parent; (x) payment of all amounts payable under and termination of the Pre-Existing Credit Agreement (but if any Euro-Dollar Loans are outstanding under the Pre-Existing Credit Agreement on the Original Closing Date, then (1) if there is to be a funding of a Syndicated Loan on the Original Closing Date, any such Bank may net out from such funding the amount of its existing Syndicated Loan, and such amount shall have received all fees and other amounts be deemed to be due and payable under its Syndicated Loan Note for an Interest Period equal to the remaining Interest Period under its outstanding Euro-Dollar Loan under the Pre-Existing Credit Agreement); (xi) payment of all fees payable on or the Original Closing Date to the Administrative Agent, the Syndication Agent and the Co-Lead Arrangers under the Original Agents' Letter Agreement; and (xii) in addition, if the Parent desired funding of a Fixed Rate Loan on the Original Closing Date, the Administrative Agent shall have received, the requisite number of days prior to the Original Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules the Parent shall have agreed upon the interest rate, amount of Borrowing and regulationsInterest Period for such Fixed Rate Loan, including and (ii) the USA Patriot ActParent shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Original Closing Date identified in such letter or the failure to borrow such Fixed Rate Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of a either (A)a duly executed counterpart of this Agreement signed by such party or (which, subject B)a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) receipt by the Agent of a duly executed Dollar Note and a duly executed Foreign Currency Note of Franklin Electric for the account of each Bank complying with the provisions of Section 2.03; (c) receipt by the Agent of an opinion letters (together with any opinions of Xxxxxx local counsel relied on therein) of Schiff, Hardin & Bird LLP and of Xxxxx X. XxxxxxWaxxx, Xxx.counsel for Franklin Electric, Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Effective Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Agent of an opinion of Woxxxx Xaxxxxx Xxxxxxxxx & Rixx, PLLC, special counsel for the Agent, dated as of the Effective Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) receipt by the Agent of a certificatecertificate (the "Closing Certificate"), dated as the Effective Date, substantially in the form of the Closing DateExhibit H hereto, signed by a principal financial officer of the BorrowerFranklin Electric, to the effect that (A) no i)no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (B) the ii)the representations and warranties of the Borrower Franklin Electric contained in Article IV-A IV are true and correct on and as of the Closing Datedate of the first Borrowing hereunder; and (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerFranklin Electric, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of Franklin Electric (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of Franklin Electric, substantially in the Borrowerform of Exhibit I hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower Franklin Electric authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles Franklin Electric's Certificate of Incorporation, (Bii) Franklin Electric's Bylaws, (Ciii) a certificate of the Secretary of State of the State state of Delaware incorporation for Franklin Electric as to the good standing of the Borrower as a corporation Franklin Electric in that such state, and (Div) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each ----------------------------- Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in this Section 3.01, including receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a), (c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Term Note and a Guaranty duly executed by the Initial Guarantor and a Contribution Agreement duly executed by the Borrower and the Initial Guarantor; (c) an opinion letters letter of Xxxxxx & Bird LLP XxXxxxxxxx Xxxxxxxx, LLP, counsel for the Borrower and of Xxxxx X. Xxxxxxthe Initial Guarantor, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters --------- relating to the transactions contemplated hereby as the Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C --------- and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G, dated as of the Closing Date, signed by a principal --------- financial officer of the Borrower, to the effect that that, to the best of his or her knowledge, (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrower and the Initial Guarantor, the corporate authority for and the validity of this Agreement, the Notes Term Notes, the Guaranty and the other Loan Documents Contribution Agreement, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency each of the BorrowerBorrower and the Initial Guarantor substantially in the form of Exhibit H (the "Officer's --------- Certificate"), signed by the Secretary or an Assistant Secretary of the BorrowerBorrower and the Initial Guarantor, certifying respectively, and as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or Initial Guarantor authorized to execute and deliver the Loan Documents, and certified copies of the following items, items for each of the Borrower: Borrower and Initial Guarantor (A) Certificate/Articles of Incorporation, (B) Bylaws, (Ci) a certificate of the Secretary of State of the State of Delaware its incorporation as to the its good standing of the Borrower as a corporation in that stateincorporated therein, and (Dii) the action taken by the its Board of Directors authorizing the execution, delivery and performance of the Loan Documents to which it is a party; (g) a Notice of Borrowing; (h) receipt of the initial Borrowing Base Certificate, showing the Borrowing Base as of last day of the Fiscal Quarter ending prior to the Closing Date; (i) receipt by the Agent of all fees payable to the Agent on the Closing Date (i) for the sole account of the Agent pursuant to the Agent's Letter Agreement and (ii) for the ratable account of the Banks pursuant to the Summary of Terms and Conditions attached to the Agent's Letter Agreement (and the Offering Memorandum sent to the Banks); (j) the fact that, immediately before and after such funding, no Default shall have occurred and be continuing; and (k) the fact that the representations and warranties of the Borrower contained in Article IV of this AgreementAgreement shall be true on and as of the date of such funding. In addition, if the Borrower desires funding of a Euro-Dollar Loan on the Closing Date, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Euro-Dollar Borrowing, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and antifailure to borrow such Euro-money laundering rules and regulations, including the USA Patriot ActDollar Borrowing on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) receipt by the Agent of a duly executed Note for the account of each Bank complying with the provisions of Section 2.03; (c) receipt by the Agent of an opinion letters (together with any opinions of Xxxxxx local counsel relied on therein) of Wyche, Burgess, Fxxxxxx & Bird LLP and of Xxxxx X. XxxxxxPxxxxx, Xxx.P.A., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Agent of an opinion of Wxxxxx Cxxxxxx Xxxxxxxxx & Rxxx, PLLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) receipt by the Agent of a certificatecertificate (the "Closing Certificate"), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit D hereto, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the BorrowerBorrower (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit E hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware South Carolina as to the good standing of the Borrower as a corporation in that stateSouth Carolina corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; and (bg) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid receipt by the Borrower hereunder or under any other Loan DocumentAgent of a Notice of Borrowing. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank the Lender to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior to the Closing Date, Lender of the following: (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart (with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Lender by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Note for the account of the Lender, pursuant to Section 2.04; (c) an opinion letters letter of Xxxxxx Rxxx Sxxxx Xxxxx & Bird LLP and of Xxxxx X. XxxxxxTxxxxx LLP, Xxx.counsel for the Loan Parties, Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably requestform of Exhibit B; (iiid) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit F), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A V are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ive) all documents which the Administrative Agent Lender may reasonably request relating to the existence of the BorrowerLoan Parties, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Note, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative AgentLender, including, without limitation, a certificate of incumbency the Loan Parties substantially in the form of Exhibit G (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the BorrowerBorrower and Holdings, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower and Holdings authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) the Certificate of Incorporation of Holdings; (iv) the Bylaws of Holdings, (v) a certificate of the Secretary of State of the State of Delaware California as to the good standing of the Borrower as a corporation in that stateCalifornia corporation, (vi) a certificate of the Secretary of the State of Delaware as to the good standing of Holdings as a Delaware corporation, (vii) certificates of good standing with respect to the Borrower and Holdings from the Virginia State Corporation Commission, and (Div) the action taken by the Board of Directors of Holdings authorizing the Loan Parties' execution, delivery and performance of this Agreement, the Notes Agreement and the other Loan Documents.; (bf) The Administrative Agent a Notice of Borrowing; 26 (g) delivery of the Security Documents duly executed, accepted and acknowledged by or on behalf of each of the Arrangers signatories thereto; (h) copies of all filing receipts or acknowledgments issued by any governmental authority (including, without limitation, the FAA) to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected first priority security interests and Liens; (i) a policy of title insurance insuring the lien of the Deed of Trust as a first lien on the Leasehold Interest; and (j) payment by Borrower to Lender of the fees referenced in the Commitment Letter Agreement; and (k) delivery of such other documents, instruments and agreements as Lender shall reasonably request in connection with the foregoing matters. In addition, if the Borrower desires funding of a LIBOR Rate Loan on the Closing Date, the Lender shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Lender and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate and other information reasonably requested by amount of Borrowing for such LIBOR Rate Loan, and (ii) the Banks Borrower shall indemnify the Lender from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actfailure to borrow such LIBOR Rate Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder an Advance on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) opinion letters receipt by the Administrative Agent of Xxxxxx & Bird LLP a duly executed Note for the account of each lender complying with the provisions of Section 2.04; (c) receipt by the Administrative Agent of opinions (together with any opinions of local counsel relied on therein) of Xxxxxxxx Xxxxxxx LLP, Eversheds and of Xxxxx X. XxxxxxXxxx Xxxxxxxxx, XxxEsq., Associate General Counsel of the Company, counsel for the Borrowers and Deputy Corporate Secretary to the BorrowerGuarantors, each dated as of the Closing Restatement Effective Date, addressed to substantially in the Administrative Agent form of Exhibits C-1, C-2 and the Banks C-3 hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (iiid) a certificatereceipt by the Administrative Agent of an opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, special counsel for the Administrative Agent, dated as of the Restatement Effective Date, substantially in the form of Exhibit N hereto; (e) receipt by the Administrative Agent of a certificate (the “Closing DateCertificate”), dated the date of the first Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrowereach Loan Party, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower Loan Parties contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Administrative Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrowereach Loan Party, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Documents, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of each Loan Party (the Borrower“Officer’s Certificate”), signed by the Secretary or an Assistant Secretary of the Borrowerrespective Loan Party, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower respective Loan Party, authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles of Incorporationthe Loan Party’s Organic Documents, (B) Bylaws, (Cii) a certificate of the Secretary of State or other comparable Governmental Authority of the State such Loan Party’s jurisdiction of Delaware organization as to the good standing of the Borrower as a corporation in that statesuch Loan Party, and (Diii) the action taken by the Board of Directors of the Loan Party authorizing the Loan Party’s execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Loan Party is a party; (bg) The receipt by the Administrative Agent of a Notice of Revolving Advance Borrowing in the case of a Revolving Advance, a Swing Line Advance Request in the case of a Swing Line Advance and a Notice of Other Currency Borrowing in the case of an Other Currency Advance (other than an Other Currency Overdraft Advance); (h) the Security Agreement shall have been duly executed by the U.S. Borrowers and Guarantors and shall have been delivered to the Administrative Agent and the Arrangers shall have received all fees be in full force and other amounts due effect and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses each document (including reasonable fees, charges and disbursements of counseleach Uniform Commercial Code financing statements) required to be reimbursed by law or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in the Security Agreement shall have been delivered to the Administrative Agent; (i) the Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the U.S. Borrowers and Guarantors in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to the Collateral and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) have been released or subordinated to the satisfaction of Administrative Agent; (j) receipt by the Administrative Agent and approval by the Banks of the insurance required under applicable “know your customer” this Agreement; (k) receipt by the Administrative Agent of a fully executed: (1) IBM Intercreditor Agreement, in form and anti-money laundering rules content satisfactory to the Administrative Agent; and regulations(2) Textron Intercreditor Agreement in form and content satisfactory to the Administrative Agent; (l) the Intercreditor Agreement duly executed by the Borrowers, the Administrative Agent, the IR Bank, the Banks and the Issuing Banks; (m) the U.S. Borrowers shall have paid all fees required to be paid by it on the Restatement Effective Date, including all fees required hereunder and under the Administrative Agent’s Letter Agreement to be paid as of such date and shall have reimbursed the Administrative Agent and Wachovia for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Loan Documents, including the USA Patriot Actlegal and other document preparation costs incurred by the Administrative Agent and Wachovia; and (n) such other documents or items as the Administrative Agent, the Banks or their counsel may reasonably request.

Conditions to First Borrowing. The obligation of each Bank Lender to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 4.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (d), (e) and (f) below, in sufficient number of counterparts for delivery of a counterpart to each Lender and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart (with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Note for the account of each Lender, if such Lender has requested the delivery of such Notes, and a Swing Line Note to Wachovia, pursuant to Section 2.04; (c) a duly signed counterpart of the Side Letter, in form and substance satisfactory to the Administrative Agent; (d) opinion letters of Xxxxxx & Bird LLP and of Xxxxx X. XxxxxxKenyon W. Murphy, Xxx., Associate General Counsel of the Borrower, and Deputy Corporate Secretary Kilpatricx Xxxxxxxx XX, xpecial counsel to the Borrower, each dated as of the Closing daxxx xx xx xxx Xxxxxng Date, addressed to substantially in the Administrative Agent forms of Exhibit B-1 and the Banks Exhibit B-2, respectively, and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Lender may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A V are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Lender may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, Agreement and the Notes and the other Swing Loan Documents Note, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency certificates of the BorrowerBorrower substantially in the form of Exhibit H (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, items for the Borrower: (Ai) Certificate/Articles the Certificate of Incorporation, (Bii) the Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that stateDelaware corporation, and (Div) the action taken by the Board of Directors of each of the Borrower authorizing the execution, delivery and performance of this Agreement, the Notes Agreement and the other Loan Documents.Documents to which it is a party; (bg) The true, correct and complete copies of the Spin-Off Draft Documents; (h) evidence that all fees due and payable to the Administrative Agent and the Arrangers Lenders on the Closing Date have been paid in full (including without limitation, an upfront fee to each Lender in an amount equal to 0.10% of such Lender's Commitment); and (i) such other documents or items as the Administrative Agent, any Lender, or their counsel may reasonably request. In addition, if the Borrower desires funding of a Euro-Dollar Loan on the Closing Date, the Administrative Agent shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and antithe Borrower shall have agreed upon the interest rate, amount of Borrowing and Interest Period for such Euro-money laundering rules Dollar Loan, and regulations, including (ii) the USA Patriot ActBorrower shall indemnify the Lenders from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Euro-Dollar Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Administrative Agent; (iib) a duly executed Syndicated Loan Note for the account of each Bank, a duly executed Swing Loan Note for the account of Wachovia and a duly executed Money Market Note for the account of each Bank, complying with the provisions of Section 2.04, and from each Bank which holds any of the Original Notes, such Original Notes, and a duly executed Guaranty; (c) an opinion letters letter of Xxxxxx King & Bird LLP Spalding, counsel for the Borrower and of Xxxxx X. Xxxxxxthe Guarantor, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed substantially in the form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent and or any Bank may reasonably request; (d) an opinion of Jonex, Xxy, Reavxx & Xogux, xxecial counsel for the Banks Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of an Executive Officer (other than the Borrower, Secretary) to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate certificates of incumbency of the BorrowerGeneral Partner and of the Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerGeneral Partner and the Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower General Partner and the Guarantor authorized to execute and deliver the Loan DocumentsDocuments on behalf of the Borrower or the Guarantor, and certified copies of the following items: (i) the Borrower's Certificate of Limited Partnership; (ii) the Borrower's Partnership Agreement, (iii) for the Borrower: (A) Certificate/Articles General Partner and the Guarantor, its Certificate of Incorporation, (Biv) for the General Partner and the Guarantor, its Bylaws, (Cv) for the Borrower, the General Partner and the Guarantor, a certificate of the Secretary of State of the State of Delaware Georgia as to the valid existence of the Borrower, the General Partner or the Guarantor as a Georgia limited partnership or corporation, as the case may be, and certificates of good standing or valid existence of the Borrower Borrower, the General Partner and the Guarantor as a corporation foreign limited partnership or corporation, as the case may be, in that state, each other jurisdiction in which it is required to be qualified and (Dvi) the action taken by the Board of Directors of the General Partner and the Guarantor authorizing (A) on behalf of the Borrower, the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.,

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) receipt by the Agent of a duly executed Term Note, Revolving Credit Note and Money Market Note for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Agent of an opinion letters (together with any opinions of Xxxxxx & Bird LLP and local counsel relied on therein) of Xxxxx X. Xxxxxx& XxXxxxxx, Xxx.counsel for the Borrower and the Guarantors, Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Agent of an opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) receipt by the Agent of a certificatecertificate (the "Closing Certificate"), dated as of the Closing Date, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrowereach Loan Party, the corporate authority for and the validity of this Agreementthe Loan Documents, the Notes and the other Loan Documents and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of each Loan Party (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of such Loan Party, substantially in the Borrowerform of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower such Loan Party authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles such Loan Party's Certificate of Incorporation, (Bii) Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware such Loan Party's state of incorporation, as to the good standing of the Borrower as a corporation Loan Party in that statesuch State, and (Div) the action taken by the Board of Directors of such Loan Party authorizing the its execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which such Loan Party is a party; (bg) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid receipt by the Borrower hereunder Agent of a Notice of Borrowing (in the case of a Revolving Credit Borrowing) or under any other Loan Document.a Money Market Quote Request (in the case of a Money Market Borrowing); and (ch) The the Banks shall have received copies of the Acquisition Document and any material documents related to the Pending Acquisition and shall be satisfied in the Banks' sole discretion with the terms of the Pending Acquisition and the Acquisition Document and any such additional material documents related to the Pending Acquisition; (i) the Borrower shall have demonstrated to the Agent in the Agent's sole discretion that all documentation conditions to the closing of the Pending Acquisition required to be met have been met or waived (with the Agent's consent), and other information reasonably requested by that the Banks or Acquisition Document is in full force and effect, and that the Administrative Agent consummation of the Pending Acquisition will occur immediately upon the funding of the initial Loans under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.this Agreement;

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Administrative Agent; (iib) receipt by the Administrative Agent of a duly executed Syndicated Note and a duly executed Money Market Note for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Administrative Agent of an opinion letters of Xxxxxx & Bird LLP and of Xxxxx X. Xxxxxx, Xxx., the Associate General Counsel and Deputy Corporate Secretary to of the Borrower, each dated as of the Closing Date, addressed substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent and or any Bank may reasonably request; (d) receipt by the Banks Administrative Agent of an opinion of Womble Carlyle Sandridge & Rice PLLC, special counsel for the Adminxxxxxxivx Xxxxx, xxxxx xx of xxx Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) receipt by the Administrative Agent of a certificatecertificate (the "Closing Certificate"), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Administrative Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the BorrowerBorrower (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Florida as to the good standing of the Borrower as a corporation in that stateFlorida corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The receipt by the Administrative Agent and of a Notice of Borrowing (in the Arrangers shall have received all fees and other amounts due and payable on case of a Syndicated Borrowing) or prior a Money Market Quote Request (in the case of a Money Market Borrowing); (h) receipt by the Administrative Agent for the account of each Bank of an upfront fee calculated as set forth in Schedule 3.01 hereto; (i) receipt by the Administrative Agent of evidence satisfactory to the Closing DateAdministrative Agent that the Borrower has repaid in full all amounts outstanding under, includingand caused the termination of, that certain Credit Agreement dated as of May 19, 1995 among the Borrower, the lenders party thereto and First Union National Bank, as such agreement may have been amended from time to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses time; and (including reasonable fees, charges and disbursements of counselj) required to be reimbursed or paid receipt by the Borrower hereunder or under any Administrative Agent of such other Loan Document. (c) The Banks shall have received all documentation documents and other information reasonably requested by items as the Administrative Agent, the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Acttheir counsel may reasonably request.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder is subject to the satisfaction of each of Borrower shall satisfy the following conditions on or prior to the Closing Date: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) opinion letters receipt by the Agent of Xxxxxx a duly executed Syndicated Note, a duly executed Swing Line Note and a duly executed Money Market Note for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Agent of the opinions (together with any opinions of local counsel relied on therein) of Bakex & Bird LLP Xostxxxxx, XXP, counsel for the Loan Parties and Josexx X. Xxxxx, Xxneral Counsel of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to covering the Administrative Agent matters set forth in Exhibits D-1 and the Banks D-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Agent of an opinion of Wombxx Xxxlxxx Xxxxxxxxx & Xice, XXLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit N hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) receipt by the Agent of a certificatecertificate (the "Closing Certificate"), dated as of the Closing Date, substantially in the form of Exhibit O hereto, signed by a principal financial officer of the Borrower, to the effect that (A) no Default has occurred and is continuing on the Closing Date and (B) the representations and warranties of the Borrower contained in Article IV-A are true and correct on and as of the Closing Date; and (iv) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) Agent from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (iib) receipt by the Agent of a duly executed Syndicated Note and a duly executed Money Market Note for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Agent of an opinion letters (together with any opinions of Xxxxxx & Bird LLP and local counsel relied on therein) of Xxxxx X. XxxxxxWaring Cox, Xxx.XXC, Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Agent of an opinion of Wombxx Xxxlxxx Xxxxxxxxx & Xice, XXLC, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) receipt by the Agent of a certificatecertificate (the "Closing Certificate"), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrower, to the effect that (A) no i)no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (B) the ii)the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the BorrowerBorrower (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that stateDelaware corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid receipt by the Borrower hereunder Agent of a Notice of Borrowing (in the case of a Syndicated Borrowing) or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks of a Money Market Quote Request (in the case of a Money Market Borrowing); and (h) receipt by the Agent of such other documents or items as the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulationsAgent, including the USA Patriot ActBanks or their counsel may reasonably request.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Agent; (b) duly executed, respectively, by the Borrower and the Guarantors (i) Revolver Loan Notes and Term Loan Notes for the account of each Bank complying with the provisions of Section 2.03, (ii) Security Agreements, (iii) Guaranty, and (iv) Collateral Disclosure Certificates; (c) an opinion letters letter (together with any opinions of Xxxxxx & Bird LLP and local counsel relied on therein) of Xxxxx X. XxxxxxXxxxx Mulliss & Xxxxx, Xxx.L.L.P., Associate General Counsel counsel for the Borrower and Deputy Corporate Secretary to the BorrowerGuarantors, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrower and each Guarantor, the corporate authority for and the validity of this Agreement, the Notes and Notes, the other Loan Documents Security Agreements, the Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the BorrowerBorrower and each Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or such Guarantor authorized to execute and deliver the Loan Documents, or the Guaranty, as applicable, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's and each Guarantor's Certificate of Incorporation, (Bii) the Borrower's and each Guarantor's Bylaws, (Ciii) a certificate certificates of the Secretary of State of for the State of Delaware organization and existence of the Borrower and each Guarantor as to the good standing of the Borrower as a corporation in that state, and each Guarantor (Div) the action taken by the Board of Directors of the Borrower and each Guarantor authorizing the Borrower's and each Guarantor's execution, delivery and performance of this Agreement, the Notes Notes, the Security Agreement, and the other Loan Documents.Documents to which the Borrower is a party, and of the Guaranty and Security Agreement by the Domestic Significant Subsidiaries; (bg) The Administrative UCC, tax and judgment lien searches (satisfactory to the Agent and the Arrangers Lenders in all respects) against the Borrower and the Guarantors; and (h) a Notice of Borrowing for Loans, in accordance with the terms of this Agreement, in an amount sufficient to refinance in full all outstanding Debt under the Prior Credit Agreement and, pursuant to which the Banks' commitments to make Loans under the Prior Credit Agreement are terminated. In addition, if the Borrower desires funding of a Euro-Dollar Loan on the Closing Date, the Agent shall have received all fees and other amounts due and payable on or received, the requisite number of days 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Documenta Funding Indemnification Letter. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each ----------------------------- Bank to make Loans hereunder a Loan on the occasion of the first Borrowing (or the obligation of the Administrative Agent to issue the first Letter of Credit, whichever occurs first) is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 4.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Revolving Loan Note for the account of each Bank complying with the provisions of Section 2.03; (c) the Guaranty Agreement, duly executed and delivered by each Subsidiary of the Borrower; (d) an opinion letters letter (together with any opinions of local counsel relied on therein) of Xxxxxx & Bird LLP and of Xxxxx X. Xxxxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering --------- such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (iiie) a certificatean opinion of Xxxxx, Day, Xxxxxx & Xxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C --------- and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (f) a certificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the earlier of the date of the first --------- Borrowing or the date of the issuance of the first Letter of Credit, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date such date and (Bii) the representations and warranties of the Borrower contained in Article IV-A V are true and correct on and as of the Closing Date; andsuch date; (ivg) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower and of each Subsidiary substantially in the Borrowerform of Exhibit H --------- (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the BorrowerBorrower or the Subsidiary, as the case may be, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or the Subsidiary authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the (i) the Borrower: (A) Certificate/Articles 's and each Subsidiary's Certificate of Incorporation, (Bii) the Borrower's and each Subsidiary's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Nevada as to the good standing of the Borrower as a corporation in that stateNevada corporation, and a certificate of the Secretary of State of the State of incorporation of each Subsidiary as to the good standing of such Subsidiary, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party, and the action taken by the Board of Directors of each Subsidiary authorizing such Subsidiary's execution, delivery and performance of the Guaranty and the Contribution Agreement; (bh) The a Notice of Borrowing; (i) a Borrowing Base Certificate, dated as of the Closing Date; (j) the Contribution Agreement, in form and substance as set forth on Exhibit L, duly executed and delivered, from each Subsidiary of the --------- Borrower and the Borrower; (k) evidence satisfactory to the Agent that arrangements have been made by the Borrower for the payment in full, with the initial proceeds of the Loans, and the termination of (x) the indebtedness outstanding under the Credit Agreement dated as of November 21, 1995, among the Borrower and certain banks, and (y) the $10,000,000 Term Loan outstanding from Wachovia to the Borrower; and (l) receipt of any necessary fees. In addition, if the Borrower desires funding of a Euro-Dollar Loan on the Closing Date, the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and antithe Borrower shall have agreed upon the interest rate, amount of Borrowing and Interest Period for such Euro-money laundering rules Dollar Loan , and regulations, including (ii) the USA Patriot ActBorrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Euro-Dollar Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note and a duly executed Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04; (c) an opinion letters letter of Xxxxxx & Bird LLP and of Xxxxx Stepxxx X. XxxxxxXxxxx, Xxx., Associate Xxsistant General Counsel and Deputy Corporate Secretary to of the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Jonex, Xxy, Reavxx & Xogux, xxecial counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower substantially in the form of Exhibit H (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Georgia as to the good standing of the Borrower as a corporation in that stateGeorgia corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The Administrative Agent a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable; (h) Termination of the Original Agreement and the Arrangers shall have received all "Commitments" thereunder, and repayment in full of all outstanding principal and accrued and unpaid interest and fees and other amounts due thereunder (and payable in connection therewith, promptly after the Closing Date, each Bank which is a party to the Original Agreement will deliver to the Borrower for cancellation its Original Notes); (i) Consummation of the Keebler Acquisition and the restructuring of the ownership of Keebler under terms and conditions satisfactory to the Agent; provided, however, that if all other conditions have been satisfied, the Closing Date may occur notwithstanding the non-satisfaction of this condition, and in such event (x) this condition may be satisfied at any time within 7 Business Days after the Closing Date, and (y) failure to satisfy such condition within such time shall result in a prorata reduction of the Commitments pursuant to Section 2.09(b); and (j) Delivery to the Agent and the Banks of, and their satisfaction with, a pro-forma balance sheet, giving effect to the Keebler Acquisition. In addition, if the Borrower desires funding of a Fixed Rate Loan on or the Closing Date, the Agent shall have received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Fixed Rate Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actfailure to borrow such Fixed Rate Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the conditions set forth in Section 3.02 and the following conditions on or prior to the Closing Dateadditional conditions: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: Agent (i) from each of the parties hereto hereto, of a duly executed counterpart of this Agreement signed by such party, (ii) from each of the parties thereto, of a duly executed counterpart of the Pledge Agreement signed by such party and (whichiii) from each of the parties thereto, subject to Section 9.15(b), may include any Electronic Signatures transmitted of a duly executed counterpart of the Guaranty Agreement signed by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)such party; (iib) receipt by the Agent of a duly executed Syndicated Note and a duly executed Money Market Note for the account of each Bank complying with the provisions of Section 2.04; (c) receipt by the Agent of an opinion letters of Xxxxxx Kixxxxxx & Bird LLP and of Xxxxx X. XxxxxxElxxx, Xxx., Associate General Counsel and Deputy Corporate Secretary to counsel for 37 the Borrower, each the Pledgor and the Guarantors, dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) receipt by the Agent of an opinion of Woxxxx Xaxxxxx Xxxxxxxxx & Rixx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) receipt by the Agent of a certificatecertificate (the "Closing Certificate"), dated as the date of the Closing Datefirst Borrowing, substantially in the form of Exhibit G hereto, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct in all material respects on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) receipt by the Agent of all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrower and each Guarantor, the corporate authority for and the validity of this Agreement, the Notes Pledge Agreement, the Guaranty Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, including without limitation, limitation a certificate of incumbency of the BorrowerBorrower and each Guarantor (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the BorrowerBorrower or each Guarantor, as the case may be, substantially in the form of Exhibit H hereto, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or each Guarantor authorized to execute and deliver the Loan DocumentsDocuments to which the Borrower or each Guarantor is a party, and certified copies of the following items, for the Borrower: (Ai) Certificate/the Certificate or Articles of IncorporationIncorporation of the Borrower and each Guarantor, (Bii) Bylawsthe Bylaws of the Borrower and each Guarantor, (Ciii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation in that stateand similar certificates for each Guarantor from its jurisdiction of incorporation, and (Div) the action taken by the Board of Directors of the Borrower and each Guarantor authorizing the Borrower's and Guarantors' execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower and each Guarantor is a party; (bg) The Administrative receipt by the Agent of a Notice of Borrowing (in the case of a Syndicated Borrowing) or a Money Market Quote Request (in the case of a Money Market Borrowing); (h) receipt by the Agent of (i) the Pledged Shares, together with stock powers executed by the Pledgor in blank and (ii) satisfactory evidence that 38 the Arrangers shall have received Agent has a perfected, first-priority lien or security interest in all fees of the Pledged Shares and that the Pledged Shares are not encumbered by any other amounts due and payable on or prior Lien; and (i) evidence satisfactory to the Closing Date, including, to Agent of the extent invoiced, reimbursement or payment termination of the Prior Credit Agreements and all other Loan Documents (as defined in the Prior Credit Agreements) and cancellation of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements Liens granted to secure obligations of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan DocumentPledgor thereunder. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Administrative Agent; (iib) a duly executed Syndicated Loan Note for the account of each Bank, a duly executed Swing Loan Note for the account of Wachovia and a duly executed Money Market Note for the account of each Bank, complying with the provisions of Section 2.04, and from each Bank which holds any of the Original Notes, such Original Notes, and a duly executed Guaranty and Contribution Agreement; (c) an opinion letters letter of Xxxxxx King & Bird LLP Spalding, counsel for the Borrower and of Xxxxx X. Xxxxxxthe Guarantors, Xxx., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed substantially in the form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent and or any Bank may reasonably request; (d) an opinion of Jonex, Xxy, Reavxx & Xogux, xxecial counsel for the Banks Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G, dated as of the Closing Date, signed by a principal financial officer of an Executive Officer (other than the Borrower, Secretary) to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Notes, the Guaranty and the other Loan Documents Contribution Agreement, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate certificates of incumbency of the BorrowerGeneral Partner and of the Guarantors, signed by the Secretary or an Assistant Secretary of the BorrowerGeneral Partner and the Guarantors, certifying as to the names, true signatures and incumbency of the officer or officers41 47 (i) the Borrower's Certificate of Limited Partnership; (ii) the Borrower's Partnership Agreement, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, (iii) for the Borrower: (A) Certificate/Articles General Partner and the Guarantors, its Certificate of Incorporation, (Biv) for the General Partner and the Guarantors, its Bylaws, (Cv) for the Borrower, the General Partner and the Guarantors, a certificate of the Secretary of State of the State of Delaware Georgia as to the valid existence of the Borrower, the General Partner or the Guarantors as a Georgia limited partnership or corporation, as the case may be, and certificates of good standing or valid existence of the Borrower Borrower, the General Partner and the Guarantors as a corporation foreign limited partnership or corporation, as the case may be, in that state, each other jurisdiction in which it is required to be qualified and (Dvi) the action taken by the Board of Directors of the General Partner and the Guarantors authorizing (A) on behalf of the Borrower, the execution, delivery and performance of this Agreement, the Notes Notes, the Contribution Agreement and the other Loan Documents.Documents to which the Borrower is a party, and (B) on behalf of the Guarantors, the execution, delivery and performance of the Guaranty and the Contribution Agreement; (bg) The Administrative Agent and a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable; and (h) receipt of the Arrangers shall have received all fees and other amounts then due and payable to the Administrative Agent pursuant to the Administrative Agent's Letter Agreement. In addition, if the Borrower desires funding of a Euro-Dollar Loan on or the Closing Date, the Administrative Agent shall have received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and antithe Borrower shall have agreed upon the interest rate, amount of Borrowing and Interest Period for such Euro-money laundering rules Dollar Loan, and regulations, including (ii) the USA Patriot ActBorrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Euro-Dollar Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Syndicated Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart (with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Loan Note for the account of each Bank and a duly executed Swing Loan Note for the account of Wachovia complying with the provisions of Section 2.03; (c) an opinion letters letter of Xxxxxx & Bird LLP Pircher, Nxxxxxx and of Xxxxx X. XxxxxxMxxxx, Xxx.counsel for the Borrower and the Guarantors, Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of EXHIBIT B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Jxxxx, Day, Rxxxxx & Pxxxx, special counsel for the Agent, dated as of the Closing Date, substantially in the form of EXHIBIT C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of EXHIBIT G), dated as of the Closing Date, signed by a principal financial officer an Executive Officer of the BorrowerGeneral Partner, to the effect that that, (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower and each Guarantor contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, Borrower the corporate partnership authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency and agreement of the BorrowerGeneral Partner as of the Closing Date substantially in the form of EXHIBIT H (the "Officer's Certificate and Agreement"), signed by the Secretary or an Assistant Secretary Executive Officer of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan DocumentsGeneral Partner, and certified copies of the following items, respective items for the BorrowerBorrower and the General Partner: (Ai) Certificate/Articles its Certificate of IncorporationDeclaration of Trust, or Certificate of Limited Partnership, (Bii) Bylawsits Declaration of Trust, Partnership Agreement, (Ciii) a certificate of the Secretary of State of the State of Delaware its incorporation or creation as to the its good standing of the Borrower as a corporation in that statereal estate investment trust or partnership created therein, and (Div) the action taken by the its Board of Directors Trustees of the General Partner authorizing the execution, delivery and performance of this the Loan Documents to which it is a party; (g) a Notice of Borrowing; (h) receipt of the initial Borrowing Base Certificate, showing the Borrowing Base as of last day of the Fiscal Quarter ending prior to the Closing Date; (i) termination and payment in full of the existing line of credit facility from Wachovia and The First National Bank of Chicago (and proceeds of Loans on the Closing Date may be used for such purpose); (j) the release and payment in full of the existing deed to secure debt in favor of Wachovia covering the Sope Creek Properties (and proceeds of Loans on the Closing Date may be used for such purpose)(termination of any related UCC-1's may be accomplished within 30 days after the Closing Date); and (k) receipt of (i) the upfront fee payable to the Banks pursuant to Section 2.06(a) and (ii) all fees payable to the Agent on the Closing Date pursuant to the Agent's Letter Agreement. In addition, if the Borrower desires funding of a Euro-Dollar Loan on the Closing Date, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Euro- Dollar Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and antifailure to borrow such Euro-money laundering rules and regulations, including the USA Patriot ActDollar Loan on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a), (c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)the Administrative Agent; (iib) a duly executed Syndicated Loan Note for the account of each Bank, a duly executed Swing Loan Note for the account of Wachovia and a duly executed Money Market Loan Note for the account of each Bank, complying with the provisions of Section 2.04, and from each Bank which holds any of the Original Notes, such Original Notes, and a duly executed Guaranty; (c) an opinion letters letter of Xxxxxx King & Bird LLP Spalding, counsel for the Borrower and the initial Guarantor, dated as of Xxxxx X. Xxxxxxa date which is on or before the date of the first Borrowing hereunder, Xxx., Associate General Counsel substantially in the form of Exhibit B and Deputy Corporate Secretary covering such additional matters relating to the Borrowertransactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of Jonex, each Xxy, Reavxx & Xogux, xxecial counsel for the Administrative Agent, dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G, dated as of the Closing Date, signed by a principal financial officer of an Executive Officer (other than the Borrower, Secretary) to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and Notes, the other Loan Documents Guaranty, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate certificates of incumbency of the BorrowerGeneral Partner and of the Guarantor, signed by the Secretary or an Assistant Secretary of the BorrowerGeneral Partner and the Guarantor, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower General Partner and the Guarantor authorized to execute and deliver the Loan DocumentsDocuments on behalf of the Borrower or the Guarantor, and certified copies of the following items, for : (i) the Borrower: 's Certificate of Limited Partnership; (Aii) Certificate/Articles the Borrower's Partnership Agreement, (iii) for each of the General Partner and the Guarantor, its 36 42 Certificate of Incorporation, (Biv) for each of the General Partner and the Guarantor, its Bylaws, (Cv) for each of the Borrower, the General Partner and the Guarantor, a certificate of the Secretary of State of the State of Delaware Georgia as to the good standing valid existence of the Borrower Borrower, the General Partner or the Guarantor as a corporation in that stateGeorgia limited partnership or corporation, as the case may be, and (Dvi) the action taken by the Board of Directors of the General Partner and the Guarantor authorizing (A) on behalf of the Borrower, the execution, delivery and performance of this Agreement, the Notes Notes, the Contribution Agreement and the other Loan Documents.Documents to which the Borrower is a party, and (B) on behalf of the Guarantor, the execution, delivery and performance of the Guaranty and the Contribution Agreement; (bg) The a Notice of Borrowing or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable, if a Borrowing is desired; and (h) receipt of by the Administrative Agent Agent: (1) for the ratable account of each Bank, a fully earned and non-refundable amendment fee in the Arrangers shall have received all amount of 0.05% of the aggregate amount of the Commitments; and (2) the fees and other amounts then due and payable to the Administrative Agent pursuant to the Arranger's Letter Agreement. In addition, if the Borrower desires funding of a Euro-Dollar Loan on or the Closing Date, the Administrative Agent shall have received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses which (including reasonable fees, charges and disbursements of counseli) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent and the Borrower shall have agreed upon the interest rate, amount of Borrowing and Interest Period for such Euro-Dollar Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Euro-Dollar Loan on such date. If any Money Market Loans are outstanding under applicable “know your customer” the Original Agreement on the Closing Date, they shall be deemed to have been made under this Agreement and anti-money laundering rules and regulations, including shall be evidenced by the USA Patriot ActMoney Market Loan Note of the Bank or Banks which made such Loans.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the set forth in Section 3.02 and receipt by the Administrative Agent, on or prior Agent of the following (as to the Closing Datedocuments described in paragraphs (a),(c), (d)and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the following:Administrative Agent): (ia) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Administrative Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Syndicated Dollar Loan Note, a duly executed Foreign Currency Loan Note (from each of Russxxx Xxxporation and Russxxx Xxxope Limited) and a duly executed Money Market Loan Note for the account of each Bank, a duly executed Swing Loan Note for the account of Wachovia, in each case complying with the provisions of Section 2.05, and a Guaranty from Russxxx Xxxporation; (c) an opinion letters letter of Xxxxxx Bradxxx Xxxxx Xxxe & Bird LLP and of Xxxxx X. XxxxxxXhite LLP, Xxx., Associate General Counsel and Deputy Corporate Secretary to special counsel for the Borrower, each substantially in the form of Exhibit B dated as of the Closing Date; (d) an opinion of Jonex, Xxy, Reavxx & Xogux, xxecial counsel for the Administrative Agent, dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably requestform of Exhibit C; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency the Borrower substantially in the form of Exhibit H (the Borrower"Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles of Incorporation's Charter, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Alabama as to the good standing existence of the Borrower as an Alabama corporation and a corporation in that state, and (D) certificate from the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable 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 counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.Alabama