Common use of Conditions to the Obligations of the Initial Purchaser Clause in Contracts

Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Initial Purchaser shall have received a letter, dated the date of this Agreement, of Arthur Andersen LLP in a form satisfactory to the Initial Xxxxxaxxx xx xll respects. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls that would, in the reasonable judgment of CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the financial condition, business, properties or results of operations of the Company or its subsidiaries which, in the reasonable judgment of CSFBC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (B) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (C) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (D) any banking moratorium declared by U.S. Federal or New York authorities; or (E) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of CSFBC, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) There shall exist at and as of the Closing Date no condition that would constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under any Transaction Agreement as in effect or as in draft form at the Closing Date. (d) The Initial Purchaser shall have received an opinion and a letter, each dated the Closing Date, of Simpson Thacher & Bartlett, counsel to the Company, substxxxxxxxx xx xxx foxx xx Xxhibit A attached hereto. The Initial Purchaser shall have received an opinion, dated the Closing Date, of Walter Stafford, Esq., Senior Vice President, Secretary and Gexxxxx Xxxxsel of CBRESI, substantially in the form of Exhibit B attached hereto. (e) The Initial Purchaser shall have received (i) a letter from Cravath Swaine & Moore, counsel for the Initial Purchaser, datxx xxx Xxosixx Xxte and in form and substance reasonably satisfactory to the Initial Purchaser and (ii) an opinion and a letter from Cahill Gordon & Reindel, special counsel for the Initial Xxxxxxxxx, xxch dated xxx Xxosing Date, as to the validity of the Securities and in form and substance reasonably satisfactory to the Initial Purchaser. (f) The Initial Purchaser shall have received a certificate, dated the Closing Date, of the Chief Executive Officer or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties made by the Company in this Agreement are true and correct and that, subsequent to the respective date of the most recent financial statements in the Offering Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Document or as described in such certificate. (g) The Initial Purchaser shall have received a letter, dated the Closing Date, of Arthur Anderson LLP which meets the requirements of subsexxxxx (x) xx xxis Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (h) Substantially concurrent with the closing in respect of the Offered Securities, the Merger shall be consummated and the proceeds from the sale of the BLUM CB Corp. 11 1/4% Senior Subordinated Notes due June 00, 0001 shall be released from escrow. (i) The Company and the Trustee shall have entered into the Indenture and you shall have received counterparts, conformed as executed, thereof. (j) The Company shall have entered into the Notes Registration Rights Agreement and you shall have received counterparts, conformed as executed, thereof. (k) The Company shall have entered into the Anti-Dilution Agreement and you shall have received counterparts, conformed as executed, thereof. (l) The Company shall have entered into the Securityholders Agreement and you shall have received counterparts, conformed as executed, thereof. (m) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market. (n) On or prior to the Closing Date, the Company shall have provided to the Initial Purchaser and counsel to the Initial Purchaser copies of all Transaction Documents executed and delivered on or prior to such date, including but not limited to legal opinions relating to the Transactions. (o) On or prior to the Closing Date, the Company shall have paid in full all fees and expenses owing pursuant to the Commitment Letter dated February 23, 2001, as amended through the Closing Date, between DLJ Investment Funding II, L.P. and CBRE Holding, Inc.

Conditions to the Obligations of the Initial Purchaser. The ------------------------------------------------------ obligations of the Initial Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Initial Purchaser shall have received a letter, dated the date of this Agreement, of Arthur Andersen Xxxxxx Xxxxxxxx LLP in a form satisfactory to the Initial Xxxxxaxxx xx xll Purchaser in all respects. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls that would, in the reasonable judgment of CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the financial condition, business, properties or results of operations of the Company or its subsidiaries which, in the reasonable judgment of CSFBC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (B) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (C) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (D) any banking moratorium declared by U.S. Federal or New York authorities; or (E) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of CSFBC, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) There shall exist at and as of the Closing Date no condition that would constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under any Transaction Agreement as in effect or as in draft form at the Closing Date. (d) The Initial Purchaser shall have received an opinion and a letter, each dated the Closing Date, of Simpson Thacher Xxxxxxx Xxxxxxx & BartlettXxxxxxxx, counsel to the Company, substxxxxxxxx xx xxx foxx xx Xxhibit substantially in the form of Exhibit A attached hereto. The --------- Initial Purchaser shall have received an opinion, dated the Closing Date, of Walter StaffordXxxxxx Xxxxxxxx, Esq., Senior Vice President, Secretary and Gexxxxx Xxxxsel General Counsel of CBRESI, substantially in the form of Exhibit B attached hereto.. --------- (e) The Initial Purchaser shall have received (i) a letter from Cravath Swaine Xxxxxxx Xxxxxx & MooreXxxxx, counsel for the Initial Purchaser, datxx xxx Xxosixx Xxte dated the Closing Date and in form and substance reasonably satisfactory to the Initial Purchaser and (ii) an opinion and a letter from Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx, special counsel for the Initial XxxxxxxxxPurchaser, xxch each dated xxx Xxosing the Closing Date, as to the validity of the Securities and in form and substance reasonably satisfactory to the Initial Purchaser. (f) The Initial Purchaser shall have received a certificate, dated the Closing Date, of the Chief Executive Officer or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties made by the Company in this Agreement are true and correct and that, subsequent to the respective date of the most recent financial statements in the Offering Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Document or as described in such certificate. (g) The Initial Purchaser shall have received a letter, dated the Closing Date, of Arthur Anderson Xxxxxx Xxxxxxxx LLP which meets the requirements of subsexxxxx subsection (xa) xx xxis of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (h) Substantially concurrent with the closing in respect of the Offered Securities, the Merger shall be consummated and the proceeds from the sale of the BLUM CB XXXX XX Corp. 11 1/4% Senior Subordinated Notes due June 0015, 0001 2011 shall be released from escrow. (i) The Company and the Trustee shall have entered into the Indenture and you shall have received counterparts, conformed as executed, thereof. (j) The Company shall have entered into the Notes Registration Rights Agreement and you shall have received counterparts, conformed as executed, thereof. (k) The Company shall have entered into the Anti-Dilution Agreement and you shall have received counterparts, conformed as executed, thereof. (l) The Company shall have entered into the Securityholders Agreement and you shall have received counterparts, conformed as executed, thereof. (m) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market. (n) On or prior to the Closing Date, the Company shall have provided to the Initial Purchaser and counsel to the Initial Purchaser copies of all Transaction Documents executed and delivered on or prior to such date, including but not limited to legal opinions relating to the Transactions. (o) On or prior to the Closing Date, the Company shall have paid in full all fees and expenses owing pursuant to the Commitment Letter dated February 23, 2001, as amended through the Closing Date, between DLJ Investment Funding II, L.P. and CBRE Holding, Inc.

Conditions to the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Offered Securities will Debentures shall be subject to the accuracy of the representations represen- tations and warranties on the part of the Company hereincontained herein at the date and time that this Agreement is executed and delivered by the parties hereto (the "Execution Time") and the Closing Date, to the accuracy of the statements of officers of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) The Company shall have furnished to the Initial Purchaser the opinion of the Vice President, General Counsel and Secretary of the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with full corporate power to own its properties and conduct its business as described in the Final Memorandum and is qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business except where the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company's significant subsidiaries (as defined in Rule 405 under the Securities Act) (the "Subsidiaries") are duly incorporated and validly existing as corporations in good standing under the laws of the jurisdiction in which it is organized, each with full corporate power and authority to own properties and conduct business as described in the Final Memorandum, and are duly qualified to do business as foreign corporations and are in good standing under the laws of each jurisdiction which requires such qualification wherein each such Subsidiary owns or leases material properties or conducts material business except where the failure to so qualify would not have a material adverse effect on the operations of the Company and its Subsidiaries taken as a whole; (ii) all the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Memorandum, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances; (iii) the Company's authorized equity capitalization is as set forth in the Final Memorandum; (iv) the Indenture has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); the Debentures have been duly and validly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture; and the statements set forth under the heading "Description of Debentures" in the Final Memorandum, insofar as such statements purport to summarize certain provisions of the Debentures and the Indenture, provide a fair summary of such provisions; (v) this Agreement and the Registration Agreement have been duly authorized, executed and delivered and constitute legal, valid and binding instruments enforceable against the Company in accordance with their terms; (vi) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein or in the Registration Agreement, except such as may be required under the Securities Act or the Exchange Act with respect to the Registration Agreement and the transactions contemplated thereunder and such as may be required under the blue sky or state securities laws in connection with the purchase and sale of the Debentures by the Initial Purchaser and such other approvals (specified in such opinion) as have been obtained; and (vii) neither the issue and sale of the Debentures, the execution and delivery of the Indenture, this Agreement or the Registration Agreement, the consummation of any other of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or constitute a default under the Amended Articles of Incorporation or the Code of Regulations, as amended, of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound by any judgment, order or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries. Such counsel shall also state that nothing has caused him to believe that at the Execution Time or the Closing Date the Final Memorandum contains or contained an untrue statement of a material fact or omits or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (including in each case, for the avoidance of doubt, the documents incorporated by reference therein as of such date, but other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Ohio or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to Counsel for the Initial Purchaser and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. All references in this Section 6(a) to the Final Memorandum shall be deemed to include any amendment or supplement thereto at the Closing Date. (b) The Company shall have furnished to the Initial Purchaser the opinion of Arnoxx & Xortxx, xxunsel for the Company, dated the Closing Date, to the effect that: (i) the Debentures conform to the description thereof contained in the Final Memorandum; (ii) the Indenture has been duly qualified under the Trust Indenture Act; and (iii) no registration of the Debentures under the Securities Act is required for the offering or sale of the Debentures to the Initial Purchaser or in connection with the initial resale of such Debentures by the Initial Purchaser in accordance with this Agreement, it being understood that no opinion is expressed as to any subsequent resale of any Debenture. Such counsel shall also state that nothing has caused them to believe that at the Execution Time the Final Memorandum contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the documents incorporated by reference in the Final Memorandum and the financial statements and other financial and statistical information contained therein, as to which such counsel need not express any opinion). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of the State of Ohio, to the extent deemed proper and specified in such opinion, upon the opinion of the Vice President, General Counsel and Secretary of the Company and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. All references in this Section 6(b) to the Final Memorandum shall be deemed to include any amendment or supplement thereto at the Closing Date. (c) The Initial Purchaser shall have received a letterfrom Cravath, Swaine & Moorx, xxunsel for the Initial Purchaser such opinion or opinions, dated the date Closing Date, with respect to the issuance and sale of this Agreementthe Debentures, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Initial Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of Arthur Andersen LLP in a form satisfactory enabling them to pass upon such matters. (d) The Company shall have furnished to the Initial Xxxxxaxxx xx xll respectsPurchaser a certificate of the Company, signed by the Senior Vice President-Finance, Treasurer and Chief Financial Officer and Vice President and Assistant Treasurer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Final Memorandum, any amendment or supplement to the Final Memorandum and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Final Memorandum, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Final Memorandum (exclusive of any amendment or supplement thereto). (be) At the Execution Time and at the Closing Date, Ernst & Young LLP shall have furnished to the Initial Purchaser a letter or letters, dated respectively as of the Execution Time and as of the Closing Date, substantially in the forms attached hereto as Exhibits A and B. (f) Subsequent to the execution and delivery Execution Time or, if earlier, the dates as of this Agreementwhich information is given in the Final Memorandum, there shall not have occurred been (i) a any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls that would, decrease specified in the reasonable judgment letter or letters referred to in paragraph (e) of CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, this Section 6 or (ii) (A) any change, or any development or event involving a prospective change, in or affecting the financial condition, business, business or properties or results of operations of the Company or and its subsidiaries the effect of which, in any case referred to in clause (i) or (ii) above, is, in the reasonable judgment of CSFBCthe Initial Purchaser, is so material and adverse and makes as to make it impractical or inadvisable to proceed with completion of market the offering or Debentures as contemplated by the sale of and payment for Final Memorandum. (g) Subsequent to the Offered Securities; (B) Execution Time, there shall not have been any downgrading decrease in the rating of any of the Company's debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), ) or any public announcement that notice given of any intended or potential decrease in any such organization has under surveillance rating or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of change in any such rating); (C) any suspension or limitation of trading in securities generally on rating that does not indicate the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities direction of the Company on any exchange or in the over-the-counter market; (D) any banking moratorium declared by U.S. Federal or New York authorities; or (E) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of CSFBC, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) There shall exist at and as of the Closing Date no condition that would constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under any Transaction Agreement as in effect or as in draft form at the Closing Date. (d) The Initial Purchaser shall have received an opinion and a letter, each dated the Closing Date, of Simpson Thacher & Bartlett, counsel to the Company, substxxxxxxxx xx xxx foxx xx Xxhibit A attached hereto. The Initial Purchaser shall have received an opinion, dated the Closing Date, of Walter Stafford, Esq., Senior Vice President, Secretary and Gexxxxx Xxxxsel of CBRESI, substantially in the form of Exhibit B attached hereto. (e) The Initial Purchaser shall have received (i) a letter from Cravath Swaine & Moore, counsel for the Initial Purchaser, datxx xxx Xxosixx Xxte and in form and substance reasonably satisfactory to the Initial Purchaser and (ii) an opinion and a letter from Cahill Gordon & Reindel, special counsel for the Initial Xxxxxxxxx, xxch dated xxx Xxosing Date, as to the validity of the Securities and in form and substance reasonably satisfactory to the Initial Purchaser. (f) The Initial Purchaser shall have received a certificate, dated the Closing Date, of the Chief Executive Officer or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties made by the Company in this Agreement are true and correct and that, subsequent to the respective date of the most recent financial statements in the Offering Document, there has been no material adverse possible change, nor any development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Document or as described in such certificate. (g) The Initial Purchaser shall have received a letter, dated the Closing Date, of Arthur Anderson LLP which meets the requirements of subsexxxxx (x) xx xxis Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (h) Substantially concurrent with the closing in respect of the Offered Securities, the Merger shall be consummated and the proceeds from the sale of the BLUM CB Corp. 11 1/4% Senior Subordinated Notes due June 00, 0001 shall be released from escrow. (i) The Company and the Trustee shall have entered into the Indenture and you shall have received counterparts, conformed as executed, thereof. (j) The Company shall have entered into the Notes Registration Rights Agreement and you shall have received counterparts, conformed as executed, thereof. (k) The Company shall have entered into the Anti-Dilution Agreement and you shall have received counterparts, conformed as executed, thereof. (l) The Company shall have entered into the Securityholders Agreement and you shall have received counterparts, conformed as executed, thereof. (m) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market. (n) On or prior Prior to the Closing Date, the Company Registration Agreement shall have provided been executed and delivered to the Initial Purchaser and counsel the Trustee and the Company shall have furnished to the Initial Purchaser copies such further information, certificates and documents as the Initial Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all Transaction Documents executed material respects when and delivered on as provided in this Agreement, or prior to such date, including but if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not limited to legal opinions relating be in all material respects reasonably satisfactory in form and substance to the Transactions. (o) On Initial Purchaser and Cravath, Swaine & Moorx, xxunsel for the Initial Purchaser, this Agreement and all obligations of the Initial Purchaser hereunder may be canceled at, or at any time prior to, the Closing Date by the Initial Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Cravath, Swaine & Moorx, xxunsel for the Initial Purchaser, at Worldwide Plaza, 825 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx xxx Closing Date, the Company shall have paid in full all fees and expenses owing pursuant to the Commitment Letter dated February 23, 2001, as amended through the Closing Date, between DLJ Investment Funding II, L.P. and CBRE Holding, Inc..