Common use of Consummation of the Acquisition Clause in Contracts

Consummation of the Acquisition. On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

Consummation of the Acquisition. (a) On or prior to the Closing Initial Borrowing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and (i) all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Agent and the Required Banks, (ii) the Acquisition, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger)Parent, Holdings, Tri-Star Holdings, the Target Borrower, Tri-Star Aerospace and each other Group Company party theretoAviall, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The , (iii) the representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date Initial Borrowing Date, (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and iv) each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations of each of Tri-Star Holdings and the Borrower to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers Agent and the Required Banks or waived with the consent of the Lead ArrangersAgent and the Required Banks, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, (v) the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents and (without giving effect to any material amendment or modification thereof or material waiver with respect thereto includingvi) Tri-Star Aerospace, but not limited toInc., any material modificationas the surviving corporation of the Merger, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to shall have executed and delivered the Lenders or unless consented to by the Lead Arrangers)Assumption Agreement. On the Closing Initial Borrowing Date, the certificate assets comprising the Acquired Business shall be owned by (i) in the case of merger with respect to assets held by Tri-Star Aerospace, Tri-Star Holdings and (ii) in the Merger shall have been filed case of assets formerly held by Aviall, the Borrower; in each case free and clear of all Liens other than Permitted Liens. (b) The total consideration for the Acquisition, including all fees and expenses owing in connection with the appropriate Governmental Authority having primary jurisdiction over affairs Transaction, shall not exceed $81,000,000, of corporations which (i) no more than $76,200,000 shall be paid in Delawarecash in respect of the Acquisition and (ii) no more than $4,800,000 shall be paid in cash in respect of fees.

Consummation of the Acquisition. On or prior to the Closing Initial Borrowing Date, there shall have been delivered to the Administrative Agent Banks and the Issuing Bank true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions provisions of the such Acquisition Documents (other than the Stock Purchase Agreement) shall be in form and substance reasonably satisfactory to the Lead ArrangersAgents and the Required Banks and none of the Acquisition Documents shall have been amended without the consent of the Agents and the Required Banks (which consent shall not be unreasonably withheld). The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party parties thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (Initial Borrowing Date, except to the extent that such representations and warranties expressly refer are stated to relate to a prior specific earlier date, in which case such representations and warranties shall have been be true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver as of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed)such earlier date. Each of the material conditions precedent to the Group Companies’ Parent's and KSCO's obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers Agents and the Required Banks or waived with the consent of the Lead ArrangersAgents and the Required Banks. Merger Sub shall have used the proceeds from the Equity Contribution, and, on or prior to the Closing Date Term Loan and prior to the borrowing issuance of the initial LoansSenior Notes to consummate the Acquisition, the Acquisition Refinancings and the Mergers and to pay all fees and expenses in connection therewith. The Acquisition, the Refinancings and the Mergers shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws law, and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead ArrangersAgents or the Required Banks, which consent shall not be unreasonably withheld). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

Consummation of the Acquisition. On or prior A certificate of an Authorized Officer of the Borrower dated the CP Satisfaction Date and certifying that, to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer best knowledge of the Borrower, it expects that: (i) The Disbursement Certificate will be duly signed by an Authorized Officer of the Borrower dated the Closing Date and will be delivered to the Facility Agent on the Closing Date certifying that (1) all terms and conditions to the effectiveness of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties as set forth in the Share Purchase Agreement) shall have been satisfied (other than the payment of the Cash Consideration and Share Redemption Amounts to certain of the Sellers) or the fulfillment thereof shall have been waived with the prior written consent of the Initial Mandated Lead Arrangers; (2) upon the remittance of the Cash Consideration and the Share Redemption Amounts to the Sellers Designated Account as defined in and pursuant to Section 2.5(a)(i) of the Share Purchase Agreement, the Acquisition Documents shall become effective in accordance with the terms of the Share Purchase Agreement, and the Borrower shall become the legal and beneficial owner, free and clear of all Liens, of all of the Target Shares; (3) the Borrower has duly issued the Share Consideration (as defined in the Share Purchase Agreement) to certain of the Sellers in accordance with the terms of the Share Purchase Agreement; and (4) the total consideration (excluding the Share Consideration) to be true and correct paid by the Group for all of the Target Shares (including any repayment of existing indebtedness of the Target Group) plus the amount of Transaction Costs (as set forth in all material respects as if the Base Case Model) is an amount equal to or less than the aggregate amount of the Term Loans to be made on the Closing Date plus the amount of freely available and unrestricted cash on hand of the Offshore Group Members. (ii) A fully executed or conformed copy of each Acquisition Document and any documents executed in connection therewith will be delivered to the Facility Agent on and certified as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been as true and correct as of such prior date), and each copies thereof by an Authorized Officer of the parties Borrower under the Disbursement Certificate. (iii) Signed copies of (1) the written legal opinion of Walkers, Cayman Islands counsel for the Target, addressed, inter alia, to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modificationFinance Parties, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to dated the Closing Date and prior in the form attached as Exhibit E to the borrowing Share Purchase Agreement; and (2) the written legal opinion of Jingtian & Goncheng Law Firm, PRC counsel for the initial LoansTarget, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto includingaddressed, but not limited tointer alia, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On Finance Parties, dated the Closing Date, Date and in the certificate of merger with respect form attached as Exhibit F to the Merger shall have been filed Share Purchase Agreement, will be delivered to the Facility Agent on the Closing Date together with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in DelawareDisbursement Certificate.

Consummation of the Acquisition. On or prior to the Closing Date, there shall have been delivered to the Lead Arrangers and the Administrative Agent Agents true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, Documents and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Lenders shall be satisfied with the amount and type of assets and liabilities being acquired and/or assumed in the Acquisition. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors and (if required by applicable lawLaw) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company Companies party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and -110- warranties shall have been true and correct consent as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ ' obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 US$2,375,000,000 (excluding purchase price adjustments) (prior to any working capital adjustment and excluding related transaction fees and expenses not exceeding $20,000,000US$130,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

Consummation of the Acquisition. (a) On or prior to the Closing Initial Borrowing Date, there shall have been delivered to the Administrative Agent true and correct copies of all the Acquisition DocumentsAgreement, certified as such true and complete by an appropriate officer of the Borrower, and all terms and conditions other Acquisition Documents, all of the Acquisition Documents which shall be in form and substance reasonably satisfactory to the Lead ArrangersAdministrative Agent. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and Agreement shall be in full force and effect. The representations effect and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate consummation of the Acquisition as set forth in the Acquisition Documents Agreement shall have been satisfied (and not waived, except with consent of the Administrative Agent and the Required Lenders) to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Administrative Agent. The Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with the terms and conditions of the Acquisition Agreement and all applicable laws and the Acquisition Documents laws. (without giving effect to any material amendment b) On or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect prior to the Lenders or unless consented to by the Lead Arrangers). On the Closing Initial Borrowing Date, the certificate of merger with respect to the Merger there shall have been filed delivered to the Administrative Agent true and correct copies of the Distributorship Agreement, certified as true and complete by an officer of the Borrower, which Distributorship Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent. The Distributorship Agreement shall be in full force and effect and all of the conditions precedent to the effectiveness of the Distributorship Agreement shall have been satisfied (and not waived, except with consent of the appropriate Governmental Authority having primary jurisdiction over affairs Administrative Agent and the Required Lenders) to the reasonable satisfaction of corporations the Administrative Agent. (c) On or prior to the Initial Borrowing Date, there shall have been delivered to the Administrative Agent true and correct copies of the Trademark Purchase and Assignment Agreement which shall be in Delaware.the form delivered to the Administrative Agent prior to the Initial Borrowing Date, with any changes thereto or waivers of the terms thereof to be in form and substance reasonably satisfactory to the Administrative Agent. The Trademark Purchase and Assignment Agreement shall be in full force and effect, and all of the conditions precedent to the effectiveness of the Trademark Purchase and Assignment Agreement shall have been satisfied (and not waived, except with consent of the Administrative Agent and the Required Lenders) to the reasonable satisfaction of the Administrative Agent..

Consummation of the Acquisition. On or prior to the Closing Date, there shall have been delivered to the Administrative Agent Allied Capital true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead ArrangersAllied Capital. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead ArrangersAllied Capital, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ ' obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers Allied Capital or waived with the consent of the Lead ArrangersAllied Capital, and, on or prior to the Closing Date and prior to the borrowing of the initial LoansLoan, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding adjustments)(excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders Allied Capital or unless consented to by the Lead ArrangersAllied Capital). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

Consummation of the Acquisition. On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct consent as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to substantially concurrently with the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) 635,000,000 (excluding related transaction fees and expenses not exceeding $20,000,00056,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware. Promptly after the effectiveness of the Merger, (i) the Target, as the surviving corporation of the Merger, shall execute and deliver the Acknowledgment Agreement and (ii) all shares of capital stock of the Target, as the surviving corporation of the Merger, shall be pledged pursuant to the Pledge Agreement, and all stock certificates evidencing such shares of capital stock after giving effect to the Merger shall have been delivered to the Collateral Agent.

Consummation of the Acquisition. On or prior to the Closing Date, there The Acquisition shall have been delivered consummated substantially simultaneously with the initial Credit Extension hereunder in accordance with the terms of the Acquisition Agreement (and no provision of the Acquisition Agreement shall have been waived, amended, supplemented, or otherwise modified (including any consents thereunder) in a manner materially adverse to the Lenders without the consent of the Administrative Agent true and correct copies (such consent not to be unreasonably withheld, delayed, or conditioned)) (it being understood that (i) any increase in the consideration for the Acquisition shall not be deemed to be materially adverse to the interests of all Acquisition Documents, certified the Lenders so long as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be increase in form and substance reasonably satisfactory consideration (x) is pursuant to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties any purchase price or similar adjustment provisions set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and Agreement as of the Closing Date date hereof or (except y) is not funded with additional indebtedness, (ii) any reduction in the purchase price consideration of 25% or less shall be deemed not to be adverse to the extent Lenders so long as such representations and warranties expressly refer reduction (x) is pursuant to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants any purchase price or similar adjustment provisions set forth in the Acquisition Documents Agreement as of the date hereof, (y) is allocated solely to be complied reduce the Term Loan Commitments with by it on or prior (a) 75% of such reduction further allocated to reduce the Closing Date Tranche A-1 Term Commitments and (without giving effect b) 25% of such reduction further allocated to reduce the Tranche A-2 Term Commitments, (iii) any modificationconsent, waiver, amendment, supplement supplement, or waiver of any other modification in respect of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent third party beneficiary rights applicable to the Group Companies’ obligations to consummate Administrative Agent, Financing Sources (as defined therein) or the Acquisition as set forth Lenders or in the Acquisition Documents shall have been satisfied to governing law without the reasonable satisfaction of the Lead Arrangers or waived with the prior written consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition Required Lenders shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected deemed to be materially adverse in any respect to the Lenders interests of the Lenders, and (iv) any consent, waiver, amendment, supplement, or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect other modification to the Merger definition of “Material Adverse Effect” without the prior written consent of the Required Lenders shall have been filed with be deemed to be materially adverse to the appropriate Governmental Authority having primary jurisdiction over affairs interests of corporations in Delawarethe Lenders.

Consummation of the Acquisition. On (i) Syndication Agent and Administrative Agent shall have received evidence satisfactory to them that, immediately following the application of the proceeds of the Term Loans, (1) all conditions to the Acquisition set forth in the Merger Agreement shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Syndication Agent and Administrative Agent, (2) the Acquisition shall have become effective in accordance with the terms of the Merger Agreement, and (3) the aggregate cash consideration paid by Sponsor and its Co-Investors and Holdings and its Subsidiaries to the holders of Holdings' Capital Stock in connection with the Acquisition shall not exceed $338,000,000 (excluding the amount of cash consideration represented by the aggregate exercise prices of any options to purchase the Capital Stock of Holdings that are exercised after May 30, 2000 and prior to the Closing Date); PROVIDED, there HOWEVER, that such $338,000,000 shall have been delivered be reduced by the aggregate amount of deferred purchase price to be paid after the Closing Date for restricted Capital Stock of Holdings held by certain employees of Holdings and its Subsidiaries to be repurchased by Holdings and/or Company and its Subsidiaries as of the Closing Date. (ii) Syndication Agent and Administrative Agent true shall each have received a fully executed or conformed copy of each Related Agreement and correct any documents executed in connection therewith, together with copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior opinions of counsel delivered to the consummation of parties under the Merger)Related Agreements, which shall provide that Agents and Lenders may rely, or be accompanied by a letter from each such counsel (to the Target extent not inconsistent with such counsel's established internal policies) authorizing Agents and each other Group Company party theretoLenders to rely, upon such opinion to the same extent as though it were addressed to Agents and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and Lenders. Each Related Agreement shall be in full force and effect. The representations effect and warranties no provision thereof shall have been modified or waived in any respect determined by Syndication Agent or Administrative Agent to be material, in each case without the consent of Syndication Agent and Administrative Agent. (iii) Syndication Agent and Administrative Agent shall each have received a certificate from an Authorized Officer of each applicable Credit Party, in form and substance satisfactory to Syndication Agent and Administrative Agent, to the effect set forth in the Acquisition Documents shall be true clauses (i) and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustmentsii) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delawareabove.

Consummation of the Acquisition. On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower Borrowers (prior to the consummation of the MergerAcquisition), the Target Holdings and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each consummated or will be consummated concurrently with the borrowing of the parties to initial Loans in accordance with the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, Agreement; provided that no amendment, supplement modification or waiver of any of the material terms term thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent any condition to the Group Companies’ obligations Borrower’s, OH Holding’s or HGI’s obligation to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied thereunder (other than any such amendment, modification or waiver that is not materially adverse to the reasonable satisfaction interests of the Lead Arrangers Lenders) shall be made or waived with granted, as the case may be, without the prior written consent of the Lead Arrangers, and, on Commitment Parties (it being understood that any material decrease in the price or material change in the structure of the Acquisition will be deemed to be materially adverse and will require the prior written consent of the Commitment Parties). On or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, including any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead ArrangersCommitment Parties). On the Closing Date, the certificate of merger with respect to the Merger Acquisition shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

Consummation of the Acquisition. On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ ' obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

Consummation of the Acquisition. On or prior to the Closing Date, there shall have been (i) The Parent has delivered to the Administrative Agent true a complete and correct copies copy of all the Acquisition Documents, certified as such by an appropriate officer including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the Borrowerparties thereto relating to the subject matter thereof, and all terms there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of the Agent, (iv) the execution, delivery and conditions performance of the Acquisition Documents shall be have been duly authorized by all necessary action on the part of each such Person, (v) the Acquisition has been effected in form and substance reasonably satisfactory to accordance with the Lead Arrangers. The Acquisition, including all terms of the terms Sale Order, the Acquisition Documents and conditions thereof and all applicable law (including, without limitation, the MergerBankruptcy Code), shall have been duly approved by (vi) at the board time of directors and (if required by applicable law) the shareholders of each consummation of the Borrower (prior to Acquisition, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Merger)Acquisition, (vii) at the Target time of consummation thereof, all consents and each other Group Company party theretoapprovals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Documents shall have been duly executed and delivered by the parties thereto obtained, given, filed or taken and shall be in full force and effect. The representations and warranties set forth , (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied taken in compliance in all material respects with all covenants respective Acquisition Documents, the Bankruptcy Code and the Sale Order, (ix) the Loan Parties did not incur or assume any liabilities or obligations pursuant to or in connection with the Acquisition other than those liabilities and obligations set forth in on Schedule 6.01(ii) hereto, and (x) each Acquisition Document is the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modificationlegal, amendment, supplement or waiver of any valid and binding obligation of the material terms thereof unless consented to by the Lead Arrangersparties thereto, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) enforceable against such parties in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delawareits terms.

Consummation of the Acquisition. On or prior to the Closing Date, there shall The Borrowers have been delivered to the Administrative Agent true Agents a complete and correct copies copy of all the Acquisition Documents, certified as such by an appropriate officer including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the Borrowerparties thereto relating to the subject matter thereof, and all terms there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of the Agents, (iv) the execution, delivery and conditions performance each of the Acquisition Documents shall be has been duly authorized by all necessary action on the part of Omega and, to Omega’s knowledge, the Seller, (v) the Acquisition is being effected in form accordance with the terms of the Acquisition Documents and substance reasonably satisfactory to all applicable law, (vi) at the Lead Arrangers. The time of consummation of the Acquisition, including all of the terms and conditions thereof and includingthere does not exist any judgment, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Merger)Acquisition, (vii) at the Target time of consummation thereof, all consents and each other Group Company party theretoapprovals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Documents shall have been duly executed and delivered by the parties thereto obtained, given, filed or taken and shall be in full force and effect. The representations and warranties set forth , (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition have been taken in compliance with the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date applicable law, (ix) except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied Documents, the Loan Parties did not incur or assume any liabilities or obligations pursuant to the reasonable satisfaction of the Lead Arrangers or waived in connection with the consent Acquisition, and (x) each Acquisition Document is the legal, valid and binding obligation of the Lead ArrangersOmega, and, on or prior and to the Closing Date and prior to the borrowing of the initial LoansOmega’s knowledge, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) Seller, enforceable against such parties in accordance with all applicable its terms, except as enforcement may be affected by bankruptcy, insolvency or other laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect of general application related to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate enforcement of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delawarecreditor’s rights.

Consummation of the Acquisition. On or prior to the Original ------------------------------- Closing Date, there shall have been delivered to the Administrative Agent Banks and the Issuing Bank true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions provisions of the such Acquisition Documents (other than the Stock Purchase Agreement) shall be in form and substance reasonably satisfactory to the Lead ArrangersAgents and the Required Banks and none of the Acquisition Documents shall have been amended without the consent of the Agents and the Required Banks (which consent shall not be unreasonably withheld). The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party parties thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be have been in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be were true and correct in all material respects as if made on and as of the Original Closing Date (Date, except to the extent that such representations and warranties expressly refer were stated to relate to a prior specific earlier date, in which case such representations and warranties shall have been were true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver as of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed)such earlier date. Each of the material conditions precedent to the Group Companies’ Parent's and KSCO's obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers Agents and the Required Banks or waived with the consent of the Lead ArrangersAgents and the Required Banks. Merger Sub shall have used the proceeds from the Equity Contribution, and, on or prior to the Closing Date Term Loan and prior to the borrowing issuance of the initial LoansSenior Notes to consummate the Acquisition, the Acquisition Refinancings and the Mergers and to pay all fees and expenses in connection therewith. The Acquisition, the Refinancings and the Mergers shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws law, and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead ArrangersAgents or the Required Banks, which consent shall not be unreasonably withheld). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

Consummation of the Acquisition. (a) On or prior to the Closing Restatement Effective Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and (i) all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Agent and the Required Banks, (ii) the Acquisition, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger)Parent, Holdings, the Target US Borrower and each other Group Company party theretoSPEC, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The , (iii) the representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date Restatement Effective Date, (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and iv) each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations of the US Borrower to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers Agent and the Required Banks or waived with the consent of the Lead Arrangers, and, on or prior to Agent and the Closing Date Required Banks and prior to the borrowing of the initial Loans, (v) the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers)Documents. On the Closing Restatement Effective Date, the certificate capital stock of merger with respect SPEC shall be owned by the US Borrower free and clear of all Liens other than Permitted Liens and the assets comprising the Acquired Business shall be owned by SPEC free and clear of all Liens other than Permitted Liens. (b) The total consideration (not including Indebtedness to be refinanced pursuant to the Merger Refinancing) for the Acquisition (excluding fees and expenses) shall have been filed not exceed $31,700,000 and no more than $2,900,000 shall be paid in respect of fees owing in connection with the appropriate Governmental Authority having primary jurisdiction over affairs Transaction. No more than $28,600,000 shall be paid in cash on the Restatement Effective Date in respect of corporations in Delawarethe Transaction.

Consummation of the Acquisition. (a) On or prior to the Closing Initial Borrowing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws the terms of the MIPA, and the Acquisition Documents MIPA shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and Holdings shall not have consented to any action which would require the consent of Holdings under the MIPA, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interest of the Lenders in any material respect, in any such case without the prior written consent of the Agents. (without b) On the Initial Borrowing Date and after giving effect to any material amendment the consummation of the Transaction, Holdings and its Subsidiaries shall have no outstanding Preferred Equity or modification thereof Indebtedness, except for (i) Indebtedness pursuant to or material waiver in respect of the Credit Documents, (ii) the Inventory Facility and (iii) certain other indebtedness existing on the Effective Date as listed on Schedule 8.21 (with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse the Indebtedness described in any respect to this sub clause (iii) being herein called the Lenders or unless consented to by the Lead Arrangers“Existing Indebtedness”). On and as of the Closing Initial Borrowing Date, all of the Existing Indebtedness shall remain outstanding after giving effect to the Transaction without any breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the Transaction. (c) The Administrative Agent shall have received evidence in form, scope and substance reasonably satisfactory to it that the matters set forth in this Section 6.06 have been satisfied on the Initial Borrowing Date. (d) During the period from June 17, 2013, through the Initial Borrowing Date, the certificate of merger with respect to the Merger Acquired Refinery Business shall have been filed operated in accordance with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in DelawareMIPA.

Consummation of the Acquisition. (i) On or prior to the Closing Effective Date, there shall have been delivered to the Administrative Agent true and correct copies of all the Acquisition Agreement and the other Acquisition Documents, certified as by the Borrower to be true and correct copies of such by an appropriate officer Documents, and such Documents shall not have been amended or waived in any respect that is material and adverse to the Lenders from the forms of such Documents previously delivered to the Arrangers without the approval of the Borrower, Arrangers. The Arrangers acknowledge that they are satisfied with the form and all terms and conditions substance of the Acquisition Agreement and the other Acquisition Documents shall be in form and substance reasonably satisfactory delivered to them on or prior to the Lead Arrangersdate hereof in the form so delivered. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors directors, the stockholders and (if required by applicable law) the shareholders of each partners, as applicable, of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party theretoHoldings, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations Borrower’s and the other parties to the Acquisition Agreement obligation to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied satisfied, or waived, all to the reasonable satisfaction of the Lead Arrangers or waived Administrative Agent, and concurrently with the consent making of the Lead Arrangers, and, Term Loans on or prior to the Closing Effective Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for and the aggregate cash consideration not payable in excess connection therewith (other than in respect of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses described in paragraph (g)(ii) below and refinancing of Indebtedness described in paragraph (g)(iv) below) shall not exceeding exceed $20,000,000194,100,000 (consisting of $181,100,000 payable for the purchase of stock and $13,000,000 payable in respect of amounts owing by Rxx Xxxxxxx on account of deferred compensation and minority interests) plus the aggregate amount of any increase in the consideration payable pursuant to the Acquisition Agreement resulting from the Working Capital Adjustment, the AEP Amount and the Federal Project Cash Flow Amount (as such terms are defined in the Acquisition Agreement), all in accordance with the Acquisition Documents, any amendments, waivers or other modifications relating thereto (which, if material and adverse to the Lenders, have been approved by the Arrangers, such approval not to be unreasonably withheld), if any, and all applicable laws laws, rules and regulations. (ii) The Administrative Agent shall have received reasonably satisfactory evidence that the aggregate fees and expenses relating to the Acquisition and the Acquisition Documents financing thereof shall not exceed $18,000,000. (without giving effect to any material amendment iii) The Administrative Agent shall have received evidence that on or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect prior to the Lenders or unless consented to by the Lead Arrangers). On the Closing Effective Date, LGB, its Affiliates, the certificate Sellers or members of merger with respect management of the Borrower or Rxx Xxxxxxx (or trusts for their benefit) shall have made investments in the common equity of Holdings aggregating at least $71,000,000, and Holdings shall, immediately thereafter, have made a contribution to the Merger capital of the Borrower, or acquired the common equity of the Borrower, in an equal amount. (iv) The Administrative Agent shall have received reasonably satisfactory evidence that, other than Indebtedness permitted pursuant to Section 8.4, the Indebtedness of Rxx Xxxxxxx existing prior to the Effective Date shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations repaid in Delawarefull and that all documentation representing such Indebtedness shall have been terminated (other than provisions that survive such termination) and all guarantees, liens and security interests associated therewith have been released, or that adequate measures shall have been taken to terminate such documentation and release such guarantees, liens and security interests.

Consummation of the Acquisition. (a) On or prior to the Closing Initial Borrowing Date, there shall have been delivered to the Administrative Agent Banks true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions provisions of the such Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead ArrangersAgent and the Required Banks and shall not have been amended (except for extensions) without the consent of the Agent and the Required Banks. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party parties thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed)Initial Borrowing Date. Each of the material conditions precedent to the Group Companies’ Borrower's obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers Agent and the Required Banks or waived with the consent of the Lead ArrangersAgent and the Required Banks, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws law and the Acquisition Documents. The consideration payable in connection with the Acquisition shall not exceed $9.55 million (approximately $5.0 million of which will be in the form of cash, $2.0 million of which will be in the form of the Seller Note and approximately $2.55 million of which will be in the form of Borrower Common Stock), subject to adjustments as provided in the Acquisition Documents, and all other aspects thereof (including financial, accounting and tax aspects) shall be satisfactory to the Required Banks. (b) On or prior to the Initial Borrowing Date, (i) the Borrower shall have issued the Seller Note to the Seller in an aggregate principal amount equal to $2.0 million as partial consideration for the purchase price in connection with the Acquisition and (ii) the Agent shall have received true and correct copies of the Seller Note Documents, certified as such by an appropriate officer of the Borrower, each of which shall have been duly authorized, executed and delivered by all parties thereto and shall be in full force and effect and in form and substance satisfactory to the Agent and the Required Banks. The terms and conditions of the Seller Note (including, without limitation, amortization, maturities, interest rates, limitation on cash interest payment, guarantee provisions, security therefor, covenants, defaults, remedies, redemption provisions and subordination provisions), shall be in as set forth in Exhibit L. (c) On or prior to the Initial Borrowing Date, the Agent shall have received an officer's certificate from the president or chief financial officer of the Borrower, certifying that the Loans and all other Obligations under the Credit Agreement and the other Credit Documents (including, without limitation, the Guaranties) and any Interest Rate Protection or Other Hedging Agreement with any Other Creditor (as defined in the relevant Security Document or Guaranty) constitute "Senior Indebtedness" under the Seller Note. (d) On the Initial Borrowing Date after giving effect to any material amendment or modification thereof or material waiver with respect thereto the Transaction, the ownership and capital structure (including, but not limited towithout limitation, the terms of any material modificationcapital stock, amendmentoptions, supplement warrants or waiver relating to any disclosure schedule other securities issued or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse issued by the Borrower or any of its Subsidiaries) and management of the Borrower and its Subsidiaries shall be in any respect form and substance satisfactory to the Lenders or unless consented to by Agent and the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in DelawareRequired Banks.

Consummation of the Acquisition. On The Acquisition shall have been, or prior to substantially concurrently with the incurrence of Initial Term Loans on the Closing Date, there shall have been delivered to be, consummated in all material respects in accordance with the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents Agreement, after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers by Holdings, the Borrower or any Subsidiary that are materially adverse to the interests of the Lenders in their capacities as such, unless consented to in writing by the Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned; provided that the Required Lenders shall be deemed to have consented to such modification, amendment, consent or waiver unless they object thereto in form writing within 2 business days of receipt of written notice of such modification, amendment, consent or waiver); it being understood and substance reasonably satisfactory to agreed that (a) any increase in the Lead Arrangers. The Acquisition, including all of purchase price from the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties purchase price set forth in the Acquisition Documents Agreement shall be true and correct deemed not to be materially adverse to the interests of the Lenders in all material respects their capacities as if made such so long as such increase is funded by amounts available to be drawn under the ABL Facility or the Backstop Commitment Letter on and as of the Closing Date or such increase is pursuant to any working capital or purchase price (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants or similar) adjustment provision set forth in the Acquisition Documents Agreement, (b) any change to be complied with by it on or prior to extend the Closing Date “Sunset Date” (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth defined in the Acquisition Documents shall have been satisfied Agreement) to a date no later than the reasonable satisfaction date that is 120 days after the date of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition Fee Letter shall have been consummated for aggregate consideration be deemed not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the interests of the Lenders in their capacities as such and (c) any change to, or unless consented to waiver, consent or approval by the Lead Arrangers). On the Closing DateBorrower in respect of, the certificate definition of merger with respect Closing Date Material Adverse Effect shall be deemed materially adverse to the Merger shall have been filed with interests of the appropriate Governmental Authority having primary jurisdiction over affairs of corporations Lenders in Delawaretheir capacities as such.

Consummation of the Acquisition. On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all the final Acquisition Documents, certified as such by an appropriate officer of the BorrowerCompany, and all terms and conditions of the Acquisition Documents shall be not have been altered, amended or otherwise changed or supplemented or any condition therein waived in form and substance reasonably satisfactory to any material respect from those in effect on July 22, 2004 without the prior written consent of the Joint Lead Arrangers. The AcquisitionDRI Merger, including all of the terms and conditions thereof and including, without limitation, the Mergerthereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of DR Acquisition and the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party theretoCompany, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed)Date. Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Joint Lead Arrangers or waived with the consent of the Joint Lead Arrangers. On the Closing Date, and, on or prior to the Closing Date and prior to the borrowing funding of the initial Loans, the Acquisition DRI Merger shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents DRI Merger Agreement (without giving effect to any material amendment or modification thereof or material waiver with respect thereto thereto, including, but not limited to, any material modification, amendment, supplement or material waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Joint Lead Arrangers). Simultaneously with the DRI Merger, all shares of capital stock of the Company, as the surviving entity in the DRI Merger, shall be pledged pursuant to the Pledge Agreement, and all stock certificates evidencing such shares of capital stock after giving effect to the DRI Merger shall have been delivered to the Collateral Agent. On the Closing Date, the certificate of merger with respect to the DRI Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.