Common use of Conditions to Initial Extension of Credit Clause in Contracts

Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date of the Conditions to Effectiveness set forth below: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of Xxxxx Lovells US LLP, counsel for the Borrower. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the legal authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least three (3) Business Days Prior to the date hereof, reimbursement or payment of all out of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) The Administrative Agent shall have received all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested in writing of the Borrower at least 10 Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least 10 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery of such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

Conditions to Initial Extension of Credit. The This Agreement, including the agreement of each Lender to make the initial extension Initial Extension of credit Credit requested to be made by it hereunder is subject to the satisfactionit, prior to or concurrently with the making of such extension of credit shall become effective on the Closing Date of date on which the Conditions to Effectiveness set forth belowfollowing conditions precedent shall have been satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart executed counterparts of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to and the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementGuarantee Agreement by each Loan Party, as applicable. (b) The Substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 6.1, the Administrative Agent shall have received a favorable written opinion evidence, in form and substance reasonably satisfactory to it, that the Borrower shall have (addressed to x) entered into the Administrative Agent Senior Revolving Credit Agreement and (y) received gross cash proceeds of not less than $635.0 million (calculated before applicable fees and original issue discount) from the Lenders and dated issuance of the Closing Date) of Xxxxx Lovells US LLP, counsel for the BorrowerNew Notes. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationreceived, existence and good standing on behalf of the Borrower itself and the legal authorization Lenders, a favorable written opinion of (i) Debevoise & Xxxxxxxx LLP and (ii) Xxxxxxxx, Xxxxxx & Finger, PA, special Delaware counsel, in each case (A) dated the TransactionsClosing Date, all in form and substance reasonably satisfactory (B) addressed to the Administrative Agent and its counselthe Lenders. (d) The Administrative Agent shall have received (i) a certificatecopy of the certificate or articles of incorporation, partnership agreement or other constitutive document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable office of the state of its organization or, if consented to by the Administrative Agent (not to be unreasonably withheld or delayed), by a Responsible Officer or other officer of the relevant Loan Party, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of a Responsible Officer or other officer of each Loan Party dated the Closing Date and signed certifying (A) that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement (or other equivalent documents) of such Loan Party as in effect on the Closing Date and at all times since a date immediately prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, members or partners or shareholders (or other equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a Responsible Officer party and, in the case of the Borrower, confirming compliance with the conditions set forth borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in paragraphs full force and effect, (aC) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (bD) as to the incumbency and specimen signature of Section 5.2each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other authorized officer executing the certificate pursuant to clause (ii) above. (e) The Administrative Agent shall have received all fees All reasonable fees, costs and other amounts expenses due and payable on or prior to the Closing Date, includingDate (including Attorney Costs and expenses of any other advisors), to the extent invoiced at least three (3) two Business Days Prior prior to the date hereofClosing Date (except as otherwise reasonably agreed by the Borrower), reimbursement or payment of all out of all reasonable and documented out-of-pocket expenses other compensation payable to the Administrative Agent, the Lead Arrangers and the Lenders required to be reimbursed or paid by the Borrower hereunderhereunder or under any other Loan Document or under the Engagement Letter on the Closing Date, shall have been paid. (f) The Security Agreement and the Intellectual Property Security Agreements, in each case dated as of the Closing Date, shall have been duly executed by each Loan Party that is to be a party thereto and the Security Agreement and such Intellectual Property Security Agreements shall be in full force and effect on the Closing Date, and true and correct copies of such Security Documents shall have been delivered to the Collateral Agent. (g) 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 Loan Parties in the states (or other jurisdictions) of formation of such Persons, 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) would be permitted under Section 8.5 or have been or will be contemporaneously released or terminated. (h) After giving effect to the consummation of the Transactions, the Borrower’s (x) 9.5% Senior Secured Notes due 2016 and (y) existing Revolving Credit Agreement, dated as of July 20, 2011, shall have been repaid, defeased or otherwise discharged (or irrevocable notice for redemption thereof has been given) substantially concurrently with or prior to the satisfaction of the other conditions precedent set forth in this Section 6.1 and the Administrative Agent shall have received a customary payoff letter with respect to such Existing Indebtedness to be repaid. (i) The Administrative Agent shall have received a duly completed notice of borrowing from the Borrower. (j) The Administrative Agent shall have received (i) GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the 2009, 2010 and 2011 fiscal years (and, to the extent available, the related unaudited consolidating financial statements) and (ii) GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the fiscal quarters ended December 31, 2011, March 31, 2012 and June 30, 2012. (k) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form attached as Exhibit F certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent. (l) The representations and warranties of the Loan Parties set forth in Section 5 and in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (m) The Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the PATRIOT Patriot Act, to the extent as has been reasonably requested in writing of the Borrower at least 10 Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least 10 Business Days days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery of such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date Date, of the Conditions to Effectiveness set forth belowfollowing conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed executed and delivered by Administrative Agent, Borrower and each Person listed on behalf of such party or Schedule 1.1, (ii) written evidence satisfactory the Guarantee and Collateral Agreement and the other Security Documents (provided, that no Loan Party shall be obligated to execute any agreements providing for control over deposit, investment, securities or similar accounts and provided further that there shall be no filings with the United States Patent and Trademark Office or United States Copyright Office so long as no such filings are required in order to perfect a security interest in Domain Names), executed and delivered by Borrower and each Subsidiary Guarantor, (iii) the other Security Documents, executed and delivered by Borrower and each Subsidiary Guarantor that is to be a party thereto and (iv) an Acknowledgement and Consent in the form attached to the Administrative Agent Guarantee and Collateral Agreement, executed and delivered by each Issuer (which may include telecopy or electronic transmission of as defined therein), if any, that is not a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementLoan Party. (b) The Administrative Agent shall have received, duly executed and delivered by Borrower, the Revolving Notes payable to the order of the applicable Lenders to the extent requested by any Lender pursuant to the terms of Section 2.3. (c) Administrative Agent shall have received insurance certificates satisfying the requirements of the Guarantee and Collateral Agreement. (d) Administrative Agent shall have received and approved financial projections for Borrower, prepared on a consolidated basis, through December 31, 2010. (e) There shall not have occurred a development or event since September 30, 2007 that has had or could reasonably be expected to have a Material Adverse Effect. (f) Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and satisfactory executed certificate of a Responsible Officer of Borrower, dated the Closing Date, substantially the form of Exhibit F, certifying that (i) all governmental and third party approvals (including landlords’ and other consents, including shareholders approvals, if any) necessary in connection with the continuing operations of Xxxxx Lovells US LLPthe Group Members and the transactions contemplated hereby shall have been obtained and be in full force and effect, counsel for and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Borrowerfinancing contemplated hereby, and (ii) there shall not exist any action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that have or could reasonably be expected to have a Material Adverse Effect on Borrower or any of the transactions contemplated by this Agreement. (cg) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the legal authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificatesatisfactory executed certificate of a Responsible Officer of each Loan Party, dated the Closing Date Date, substantially in the form of Exhibit G, with appropriate insertions and signed by attachments, evidencing (i) that each Loan Party is duly organized or formed, is validly existing, and in good standing in its jurisdiction of organization, (ii) resolutions approving the Agreement and Loan Documents to which such a Loan Party is a party, and (iii) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer of in connection with this Agreement and the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2other Loan Documents to which such Loan Party is a party. (eh) The Administrative Agent shall have received a satisfactory executed solvency certificate from the chief financial officer of Borrower, dated the Closing Date, substantially in the form of Exhibit H, which shall document the solvency of Borrower and its subsidiaries after giving effect to the transactions contemplated by this Agreement. (i) Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of each the Loan Parties are located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 7.3 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to Administrative Agent. (j) Lenders and Administrative Agent shall have received all fees required to be paid, and other amounts due all expenses for which invoices have been presented (including the reasonable fees and payable expenses of legal counsel), on or prior to before the Closing Date, including, . All such amounts may be paid with proceeds of Revolving Loans made on the Closing Date and will be reflected in the funding instructions given by Borrower to Administrative Agent on or before the extent invoiced at least three (3) Business Days Prior to the date hereof, reimbursement or payment of all out of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderClosing Date. (ik) The Administrative Agent shall have received all documentation and other information regarding (i) the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including certificates (if any) representing the PATRIOT Act, shares of Capital Stock pledged pursuant to the extent requested Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in writing blank by a duly authorized officer of the Borrower at least 10 Business Days prior to the Closing Date pledgor thereof and (ii) each promissory note (if any) pledged to Administrative Agent pursuant to the extent Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the Borrower qualifies as a “legal entity customer” pledgor thereof. (l) Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by Administrative Agent to be filed, registered or recorded in order to create in favor of Administrative Agent, for the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least 10 Business Days prior to the Closing Datebenefit of Lenders, a Beneficial Ownership Certification perfected Lien on the Collateral described therein, prior and superior in relation right to any other Person (other than the Borrowerholders of Permitted Liens), shall have received such Beneficial Ownership Certification (provided thatbe in proper form for filing, upon the execution and delivery of such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)registration or recordation.

Conditions to Initial Extension of Credit. The This Agreement, including the agreement of each Lender to make the initial extension Initial Extension of credit Credit requested to be made by it hereunder is subject to the satisfactionit, prior to or concurrently with the making of such extension of credit shall become effective on the Closing Date of date on which the Conditions to Effectiveness set forth belowfollowing conditions precedent shall have been satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart executed counterparts of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to and the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementGuarantee Agreement by each Loan Party, as applicable. (b) The Substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 6.1, the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the Borrower shall have (x) entered into a favorable written opinion senior revolving credit agreement and (addressed to y) received gross cash proceeds of not less than $635.0 million (calculated before applicable fees and original issue discount) from the Administrative Agent and issuance of the Lenders and dated the Closing Date) of Xxxxx Lovells US LLP, counsel for the Borrower2012 Senior Secured Notes. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationreceived, existence and good standing on behalf of the Borrower itself and the legal authorization Lenders, a favorable written opinion of (i) Debevoise & Xxxxxxxx LLP and (ii) Xxxxxxxx, Xxxxxx & Finger, PA, special Delaware counsel, in each case (A) dated the TransactionsClosing Date, all in form and substance reasonably satisfactory (B) addressed to the Administrative Agent and its counselthe Lenders. (d) The Administrative Agent shall have received (i) a certificatecopy of the certificate or articles of incorporation, partnership agreement or other constitutive document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable office of the state of its organization or, if consented to by the Administrative Agent (not to be unreasonably withheld or delayed), by a Responsible Officer or other officer of the relevant Loan Party, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of a Responsible Officer or other officer of each Loan Party dated the Closing Date and signed certifying (A) that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement (or other equivalent documents) of such Loan Party as in effect on the Closing Date and at all times since a date immediately prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, members or partners or shareholders (or other equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a Responsible Officer party and, in the case of the Borrower, confirming compliance with the conditions set forth borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in paragraphs full force and effect, (aC) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (bD) as to the incumbency and specimen signature of Section 5.2each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other authorized officer executing the certificate pursuant to clause (ii) above. (e) The Administrative Agent shall have received all fees All reasonable fees, costs and other amounts expenses due and payable on or prior to the Closing Date, includingDate (including Attorney Costs and expenses of any other advisors), to the extent invoiced at least three (3) two Business Days Prior prior to the date hereofClosing Date (except as otherwise reasonably agreed by the Borrower), reimbursement or payment of all out of all reasonable and documented out-of-pocket expenses other compensation payable to the Administrative Agent, the Lead Arrangers and the Lenders required to be reimbursed or paid by the Borrower hereunderhereunder or under any other Loan Document or under the Engagement Letter on the Closing Date, shall have been paid. (f) The Security Agreement and the Intellectual Property Security Agreements, in each case dated as of the Closing Date, shall have been duly executed by each Loan Party that is to be a party thereto and the Security Agreement and such Intellectual Property Security Agreements shall be in full force and effect on the Closing Date, and true and correct copies of such Security Documents shall have been delivered to the Collateral Agent. (g) 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 Loan Parties in the states (or other jurisdictions) of formation of such Persons, 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) would be permitted under Section 8.5 or have been or will be contemporaneously released or terminated. (h) After giving effect to the consummation of the Transactions, the Borrower’s (x) 9.5% Senior Secured Notes due 2016 and (y) existing Revolving Credit Agreement, dated as of July 20, 2011, shall have been repaid, defeased or otherwise discharged (or irrevocable notice for redemption thereof has been given) substantially concurrently with or prior to the satisfaction of the other conditions precedent set forth in this Section 6.1 and the Administrative Agent shall have received a customary payoff letter with respect to such Existing Indebtedness to be repaid. (i) The Administrative Agent shall have received a duly completed notice of borrowing from the Borrower. (j) The Administrative Agent shall have received (i) GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the 2009, 2010 and 2011 fiscal years (and, to the extent available, the related unaudited consolidating financial statements) and (ii) GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the fiscal quarters ended December 31, 2011, March 31, 2012 and June 30, 2012. (k) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form attached as Exhibit F certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent. (l) The representations and warranties of the Loan Parties set forth in Section 5 and in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (m) The Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the PATRIOT Patriot Act, to the extent as has been reasonably requested in writing of the Borrower at least 10 Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least 10 Business Days days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery of such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

Conditions to Initial Extension of Credit. The agreement obligations of each Lender to make the initial extension extensions of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date Effective Date, of the Conditions to Effectiveness set forth belowfollowing conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received from each Guarantor either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Guarantee Agreement) that such Guarantor has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent (or its counsel) shall have received from each Loan Party either (i) a counterpart of the Security Agreement signed on behalf of such Loan Party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Security Agreement) that such Loan Party has signed a counterpart of the Security Agreement. (d) The Administrative Agent (or its counsel) shall have received from each Loan Party either (i) a counterpart of the Pledge Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Pledge Agreement) that such Loan Party has signed a counterpart of the Pledge Agreement. (e) To the extent not previously delivered or filed in connection with the Existing Credit Agreement, the Administrative Agent shall have received (i) all documents and instruments, including Uniform Commercial Code financing statements and patent, trademark and copyright assignments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded so that the Administrative Agent, for its benefit and the ratable benefit of the Lenders, shall have a legal, valid and enforceable perfected first-priority Lien on the Collateral, except to the extent contemplated by the Security Agreement to be delivered after the Effective Date, (ii) searches of the Uniform Commercial Code, patent, trademark and copyright searches made with respect to the Loan Parties and evidence that all Liens indicated by such filings not otherwise permitted hereunder shall have terminated pursuant to appropriate release documentation, and (iii) available certificates or other instruments representing all Indebtedness and Equity Interests constituting Collateral, together with instruments of transfer with respect thereto endorsed in blank. (f) The Administrative Agent shall have received favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Effective Date) of Xxxxx Lovells US (i) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the BorrowerLoan Parties, in the form of Exhibit B1, (ii) Potter Xxxxxxxx & Xxxxxxx LLP, special Delaware counsel for the Loan Parties in the form of Xxxxxxx X0, (xxx) Mesch, Clark, Rothschild, P.C., special Arizona counsel for the Loan Parties, in the form of Exhibit B3 and (iv) Fulbright & Xxxxxxxx L.L.P., special California counsel for the Loan Parties, in the form of Exhibit B4. The Borrower hereby requests such counsel to deliver such opinion. (cg) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and Loan Parties, the legal authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (dh) The Administrative Agent shall have received a certificate, dated the Closing Effective Date and signed by the President, a Responsible Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of this Section 5.25.01. (ei) The Administrative Agent shall have received certified complete and correct copies of each of the financial statements referred to in Section 4.04. (j) The Lenders shall have received projections through 2008. (k) Pro forma Consolidated EBITDA of the Borrower for the latest 12-month period ended on September 30, 2005 shall equal at least $38,000,000 from planned continuing operations, and the Borrower shall provide support for such calculation of a nature that is satisfactory to the Administrative Agent. (l) The pro forma Leverage Ratio shall not exceed 2.00 to 1.00 as of September 30, 2005 (calculated using the most recent pro forma balance sheet delivered pursuant to Section 4.04 and the pro forma statement of operations for the 12-month period ending on September 30, 2005), and the Borrower shall provide support for such calculation of a nature that is satisfactory to the Administrative Agent. (m) The Administrative Agent shall have received evidence of the repayment of substantially all existing Indebtedness of the Borrower and its Subsidiaries (including Indebtedness under the Existing Credit Agreement), on terms satisfactory to the Administrative Agent, and the termination of all commitments and Liens related thereto. (n) There shall not exist any action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that has or could reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole, or any of the transactions contemplated hereby. (o) To the extent not previously delivered in connection with the Existing Credit Agreement, the Administrative Agent shall have received certificates or other evidence of casualty insurance policies with appropriate loss payable endorsements indicating assignment of proceeds thereunder to the Administrative Agent for its benefit and the ratable benefit of the Lenders and certificates or other evidence of liability insurance with appropriate endorsements indicating the coverage of the Administrative Agent for its benefit and the ratable benefit of the Lenders as an additional insured. (p) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including, to the extent invoiced at least three (3) Business Days Prior to the date hereofinvoiced, reimbursement or payment of all out of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (iq) All governmental consents and third party approvals necessary to be obtained in connection with the financing contemplated hereby shall have been obtained on satisfactory terms and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions. (r) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the date of the Effective Date. (s) At the time of and immediately after giving effect to the Loans pursuant to Article II, no Default shall have occurred and be continuing. The Administrative Agent shall have received all documentation and other information regarding notify the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested in writing Lenders of the Borrower Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) at least 10 Business Days or prior to the Closing Date and 3:00 p.m., New York City time, on December 30, 2005 (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requestedand, in a written notice to the Borrower at least 10 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received event such Beneficial Ownership Certification (provided that, upon the execution and delivery of such Lender of its signature page to this Agreementconditions are not so satisfied or waived, the condition set forth in this clause (ii) Commitments shall be deemed to be satisfiedterminate at such time).

Conditions to Initial Extension of Credit. The agreement Initial DIP Lender’s obligation to provide its share of each Lender to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date shall be subject to the satisfaction or waiver in accordance with Section 9.08 of all of the Conditions to Effectiveness set forth belowfollowing conditions: (a) The Administrative Agent (or its counsel) All “first day orders” to be entered by the Bankruptcy Court in connection with the commencement of the Cases, including without limitation a cash management order shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence been entered in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission Agent; it being understood and agreed that the forms of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.“first day orders” provided to the Initial DIP Lender on March 18, 2018 are so satisfactory, (b) The Administrative Agent shall have received a favorable written opinion (addressed on or prior to the Administrative Agent and Closing Date each of the Lenders and following, each dated the Closing Date) of Xxxxx Lovells US LLP, counsel for the Borrower. (c) The Administrative Agent shall have received such documents and certificates as Date unless otherwise agreed by the Administrative Agent or its counsel may reasonably request relating to the organizationAgent, existence and good standing of the Borrower and the legal authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent Agent: (i) this Agreement duly executed by each of the Loan Parties; (ii) [Reserved]; (iii) a copy of the constitutional documents of each Loan Party that are on file with any Governmental Authority the jurisdiction of organization of such Loan Party, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction; (iv) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and its counselrecords of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party that executes and delivers any Loan Document on the Closing Date, (B) the constitutional documents of such Loan Party attached to such certificate are complete and correct copies of such constitutional documents as in effect on the date of such certification (or, for any such constitutional documents delivered pursuant to clause (iii) above, that there have been no changes from such constitutional documents so delivered) and (C) the resolutions of such Loan Party’s Board of Directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (v) a certificate of a Responsible Officer of the Borrower to the effect that the condition set forth in Section 4.02(e) has been satisfied; (vi) (x) the consolidated unaudited balance sheet of the Borrower as of February 3, 2018 and (y) the related consolidated income statement for the fiscal year ended February 3, 2018, in each case setting forth in comparative form the figures for the corresponding periods in the prior fiscal year; (vii) the Initial Approved Budget; and (viii) an initial Borrowing Base Certificate from Borrower, dated the Closing Date. (c) The Bankruptcy Court shall have entered an Interim Order, which Interim Order has not been vacated, reversed, modified, amended or stayed; (d) The Interim Order, in form and substance substantially consistent with the form of Interim Order attached hereto as Exhibit G (or otherwise reasonably satisfactory to the Administrative Agent Agent) shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2been entered. (e) The Administrative Agent No trustee or examiner shall have received all fees been appointed with respect to the Debtors or their property; (f) All fees, costs and other amounts expenses that are due and payable on or prior to or on the Closing Date, including, as set forth in the Commitment Letter and/or the Fee Letter and to the extent invoiced at least three (3) one Business Days Prior Day prior to such date, shall have been paid or reimbursed to the date hereofAdministrative Agent (or, reimbursement or payment in the case of all out the fees and expenses of all reasonable and documented out-of-pocket expenses required counsel, directly to be reimbursed or paid by the Borrower hereunder.such counsel); (g) [Reserved]; (h) Since January 28, 2017, there shall not have occurred a Material Adverse Effect; and (i) The Administrative Agent shall have received all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested in writing of the Borrower at least 10 Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” All Indebtedness under the Beneficial Ownership Regulation, any Lender that has requested, Existing ABL Credit Agreement (other than letters of credit which have been cash collateralized or backstopped in a written notice to accordance with the Borrower at least 10 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery of such Lender of its signature page to this Agreement, the condition set forth in this clause (iiterms thereof) shall be deemed to terminated and all amounts thereunder shall be satisfied)repaid in full, in each case, substantially simultaneously with the DIP ABL Revolver.

Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it hereunder under this Agreement on the Closing Date is subject to the satisfactionsatisfaction of each of the Lenders, prior to or concurrently with the making of such extension of credit on the Closing Date Date, of the Conditions to Effectiveness set forth belowfollowing conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed Agreement, executed and delivered by the Borrower, Holdings, each Subsidiary Guarantor and each Person listed on behalf of such party or Schedule I, (ii) written evidence satisfactory to the Closing Date Intercreditor Agreement, executed and delivered by each Loan Party party thereto, and the First Lien Administrative Agent Agent, (which may include telecopy or electronic transmission iii) the U.S. Security Agreement and the U.S. Pledge Agreement, each executed and delivered by each Loan Party party thereto, (iv) each other Security Document listed on Schedule 6.19 executed and delivered by each Loan Party party thereto and (v) a Notice of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementBorrowing executed and delivered by the Borrower in accordance with the requirements hereof. (b) The Administrative Agent First Lien Credit Agreement shall have received a favorable written opinion become effective, and the funding of the First Lien Term Loans thereunder shall have occurred, or substantially concurrently with the funding of the Initial Loans, shall occur. (addressed to c) The Closing Date Refinancing shall have occurred, or substantially concurrently with the funding of the Initial Loans, shall occur. (d) On the Closing Date, the Lead Arranger, the Administrative Agent and the Lenders and dated shall have received (to the extent a reasonably detailed invoice has been delivered to the Borrower at least three (3) Business Days prior to the Closing Date), all outstanding costs, fees, expenses (including without limitation legal fees and expenses) of Xxxxx Lovells US LLP, counsel for the Borrower. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating other compensation to the organizationextent required by the Engagement Letter, existence and good standing of the Borrower and the legal authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2Fee Letter or this Agreement. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to received: (i) in respect of a U.S. Loan Party, a certificate of each such Loan Party, dated the Closing Date, includingwith appropriate insertions and attachments, including organizational authorizations, incumbency certifications, the certificate of incorporation or other similar organizational document of each such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party, and bylaws or other similar organizational document of each such Loan Party certified by an Authorized Officer as being in full force and effect on the Closing Date and (ii) a good standing certificate for each U.S. Loan Party from its jurisdiction of organization; (ii) in respect of a Luxembourg Loan Party, an Irish Loan Party or a Guernsey Loan Party, the items set forth on Schedule 7.1(e), as applicable. (f) The Administrative Agent shall have received a customary legal opinion of (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, LLP, New York counsel to the extent invoiced at least three Loan Parties, and (3ii) Business Days Prior each local counsel listed on Schedule 7.1(f), which opinions, in each case, shall be in form and substance reasonably satisfactory to the date hereofAdministrative Agent. (g) The Collateral Agent or the First Lien Administrative Agent (acting as bailee pursuant to the Closing Date Intercreditor Agreement) shall have received (i) the Certificated Securities pledged pursuant to the U.S. Security Agreement, reimbursement or payment of the U.S. Pledge Agreement, the Irish share charges and all out of other Security Documents (and all reasonable and documented out-of-pocket expenses items required to be reimbursed delivered thereunder), together with an undated stock power for each such Certificated Security executed in blank by a duly Authorized Officer of the pledgor thereof, (ii) each promissory note, if any, required to be pledged to the Collateral Agent pursuant to the U.S. Security Agreement and the U.S. Pledge Agreement, endorsed in blank or paid accompanied by an executed transfer form in blank by the Borrower hereunderpledgor thereof and (iii) all other items specified on Schedule 7.1(g). (h) The Administrative Agent shall have received all customary lien searches in the relevant jurisdictions (including UCC, tax and judgment lien searches and searches of the United States Patent and Trademark Office and the United States Copyright Office (or any successor office or any similar office in any other country)) as of a recent date. All UCC financing statements and short form intellectual property security agreements required to be filed or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described in the U.S. Security Documents, as applicable, shall have been delivered to the Collateral Agent and be in proper form for filing. (i) The Administrative Agent shall have received a solvency certificate from the chief financial officer of Holdings or the Borrower in the form of Exhibit M, which demonstrates that Holdings and its Subsidiaries on a consolidated basis, are, and after giving effect to the Transactions and the other transactions contemplated hereby, will be, Solvent. (j) The Lead Arranger shall have received, at least three Business Days prior to the Closing Date, all documentation and other information regarding the Borrower as is reasonably requested in connection with writing by the Lead Arranger at least ten Business Days prior to the Closing Date about Holdings and its Subsidiaries that is required by U.S. Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, to the extent requested in writing of the Borrower at least 10 Business Days prior to the Closing Date Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (k) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent already qualified by materiality, any in which case, such representations and warranties shall be true and correct in all respects), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (except to the extent already qualified by materiality, in which case, such representations and warranties shall be true and correct in all respects). Each borrowing by the Borrower hereunder on the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.1 have been satisfied. Without limiting the generality of the provisions of the last paragraph of Section 12.2, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has requested, in a written notice to the Borrower at least 10 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery of such Lender of its signature page to signed this Agreement, the condition set forth in this clause (ii) Agreement shall be deemed to have consented to, approved or accepted or to be satisfied)satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Extension of Credit. The agreement Commitment of each the Lender to make the initial extension Loan or arrange for the issuance of credit requested to be made by it hereunder the initial Letter of Credit on or after the date hereof is subject to the satisfactionconditions that, on or prior to or concurrently with the making date of such extension of credit on the Closing Date of the Conditions to Effectiveness set forth belowLoan: (a) The Administrative Agent (or its counsel) Lender shall have received from each party hereto either (i) a counterpart of this Agreement signed executed by the Borrower and the Lender. (b) The Lender shall have received evidence satisfactory to it of the closing and satisfaction of all conditions precedent to the initial extension of credit under the New Trust Facility. (c) The Lender shall have received favorable written legal opinions of Thelen Reid & Priest LLP, special New York counsel to the Borrower, xxx Xxxxxx & Williams LLP, counsel to the Borrower, in each case dated the date xxxxxx, addressed to the Lender and in form and substance satisfactory to the Lender. (d) The Lender shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the State of Texas, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that attached thereto is a true and complete copy of the bylaws of the Borrower as in effect on the date hereof and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors authorizing the execution and delivery by the Borrower of this Agreement, the Extensions of Credit to be requested by the Borrower hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of such party the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) written evidence satisfactory to the Administrative Agent above; and (which may include telecopy or electronic transmission iv) a certificate of a signed signature page Responsible Officer of the Borrower stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) that in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such party person, threatened appeal or other proceeding seeking reconsideration or review thereof, (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has signed a counterpart occurred and is continuing on the date hereof. (e) The Lender shall have received payment of all fees and reimbursement of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Extension of Credit pursuant to the terms of this Agreement. (bf) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of Xxxxx Lovells US LLP, counsel for the Borrower. (c) The Administrative Agent Lender shall have received such other approvals, opinions, certificates, instruments and documents and certificates as the Administrative Agent or its counsel Lender may have reasonably request relating to the organizationrequested, existence and good standing of the Borrower and the legal authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Lender (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least three (3) Business Days Prior to the date hereof, reimbursement or payment of all out of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) The Administrative Agent shall have received all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested in writing of the Borrower at least 10 Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least 10 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery of such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfiedif applicable).

Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date of the Conditions to Effectiveness set forth below: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a favorable counterpart of each Loan Document (including, without limitation, the Fee Letter, the Escrow Agreement and each Security Document) signed on behalf of such party or (ii) written opinion (addressed evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of such Loan Document. (c) The Administrative Agent shall have received (i) a favorable and the Lenders and dated the Closing Date) customary written opinion of Xxxxx Lovells US Xxxx & Xxxxxxxx, LLP, as counsel for the Borrower and (ii) a favorable and customary written opinion of Potter Xxxxxxxx & Xxxxxxx, as special Delaware counsel for the Borrower. (cd) The Lenders shall have received evidence reasonably satisfactory to them that substantially simultaneously with the making of the Loans hereunder on the Closing Date, that the Existing Credit Agreement shall have been amended to permit the Transactions and such amendment shall be in form and substance reasonably satisfactory to the Required Lenders. (e) The Administrative Agent and the Lenders shall have received a funds flow memorandum acceptable to the Required Lenders, executed by a Responsible Officer of Borrower as of the Closing Date. (f) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the legal authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (dg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.25.2 and certifying as to compliance with the Minimum Liquidity Requirement after giving effect to the Transactions. (eh) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, including pursuant to the extent invoiced at least three (3) Business Days Prior to the date hereof, Fee Letter and reimbursement or payment of all out of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by (including the Borrower hereunder. reasonable fees, charges and disbursements of (i) The Administrative Agent shall have received all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulationsSpecified Lender Advisors, including the PATRIOT Act, to the extent requested in writing of the Borrower at least 10 Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least 10 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery of such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).Xxxxx

Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date Date, of the Conditions to Effectiveness set forth belowfollowing conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed Agreement, duly executed and delivered by Administrative Agent, Borrower and each Person listed on behalf of such party or Schedule 1.1 and (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Guarantee Agreement) that such party has signed a counterpart of this Agreement, executed and delivered by Borrower and each Subsidiary Guarantor. (b) The Administrative Agent shall have received, duly executed and delivered by Borrower, the Revolving Notes and Swing Line Note, payable to the order of the applicable Lenders to the extent requested by any Lender pursuant to the terms of Section 2.3 and 3.3, respectively. (c) Administrative Agent shall have received a favorable written opinion (addressed the Fee Letter, duly executed and delivered by Borrower, as well as all fees that are required to be paid by Borrower pursuant to the Administrative Agent and the Lenders and dated Fee Letter on or before the Closing Date) of Xxxxx Lovells US LLP, counsel for the Borrower. (cd) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the legal authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counselMediaVast Purchase Agreement. (de) The Administrative Agent shall have received a certificateand approved the unaudited consolidated financial statements of Borrower for each fiscal quarter and fiscal year ended after December 31, dated 2005. Such financial statements shall not, in the reasonable judgment of Lenders, reflect any material adverse change in the consolidated financial condition of Borrower and its Subsidiaries since December 31, 2005. (f) Administrative Agent shall be reasonably satisfied that, after giving effect to the proposed acquisition of MediaVast, and any other acquisitions made after December 31, 2005 and prior to the Closing Date Date, Borrower and signed its Subsidiaries will be able to comply with all Obligations under the Loan Documents, and repay their debts and satisfy all other material obligations as and when due. (g) Administrative Agent shall have received (i) pro forma consolidated financial statements for Borrower (including a balance sheet, statement of income and statement of cash flows ), giving effect to the MediaVast acquisition, for Borrower’s 2007 fiscal year and prepared on a quarter by quarter basis and (ii) a pro forma consolidated statement of income for Borrower, giving effect to the MediaVast acquisition, for Borrower’s fiscal years 2007 through 2011, all in a form acceptable to Administrative Agent, together with a certificate of a Responsible Officer stating that such pro forma financial statements are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such pro forma financial statements are incorrect or misleading in any material respect (h) There shall not have occurred a material adverse change in the financial condition of the Borrower, confirming compliance with the conditions set forth Subsidiaries or MediaVast, taken as a whole, since December 31, 2005, provided, however, that the events and matters giving rise to the alleged default under the Convertible Subordinated Notes as described in paragraphs (a) and (b) of Section 5.29.2 shall not be taken into account in determining whether there has been any such material adverse change. (ei) The Administrative Agent shall have received and approved the results of a recent lien search of each the Loan Parties. (j) Lenders and Administrative Agent shall have received all fees required to be paid, and other amounts due all expenses for which invoices have been presented (including the reasonable fees and payable expenses of legal counsel), on or prior to before the Closing Date, including, . All such amounts may be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by Borrower to Administrative Agent on or before the extent invoiced at least three (3) Business Days Prior to the date hereof, reimbursement or payment of all out of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderClosing Date. (ik) The Administrative Agent shall have received all documentation (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit J, with appropriate insertions and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulationsattachments, including the PATRIOT Act, to certificate of incorporation of each Loan Party that is a corporation certified by the extent requested in writing relevant authority of the Borrower at least 10 Business Days prior to the Closing Date jurisdiction of organization of such Loan Party, and (ii) a good standing certificate, certificate of existence/authorization or equivalent for each Loan Party from its jurisdiction of organization. (l) Administrative Agent shall have received the executed legal opinion of Xxxxxx Xxxxxx LLP, counsel to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requestedand its Subsidiaries, in a written notice form acceptable to the Administrative Agent. (m) U.S. Bank National Association and Borrower at least 10 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided thatentered into a termination of that certain Credit Agreement dated as of May 4, upon the execution and delivery of such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)2006.