Common use of Initial Advance and Facility Letter of Credit Clause in Contracts

Initial Advance and Facility Letter of Credit. The Lender shall not be required to make the initial Advance hereunder and, if the initial Advance shall not have been made, the Lender shall not be required to issue any Facility Letter of Credit hereunder unless the Borrower has complied with the following conditions precedent: (i) the Borrower has furnished to the Lender the following, each dated as of the initial Borrowing Date or Issuance Date, as the case may be (or such earlier date as shall be acceptable to the Lender): (a) Copies of the articles of incorporation of Borrower, together with all amendments thereto, and certificates of good standing of Borrower from each jurisdiction in which Borrower is qualified to do business, all certified by the appropriate governmental officers in their respective jurisdiction. (b) Copies, certified by the Secretary or an Assistant Secretary of Borrower, of its by-laws, operating agreements and of Board of Directors' and members' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Lender) authorizing the execution of each of the Loan Documents to which such Borrower is a party. (c) Incumbency certificates, executed by the Secretary or an Assistant Secretary of each Borrower, which shall identify by name and title and bear the signature of the officers of Borrower authorized to sign the Loan Documents to which it is a party and, with respect to the Borrower, to make borrowings hereunder, upon which certificates the Lender and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (d) A certificate, signed by the president or chief financial officer of the Borrower, stating that on the initial Borrowing Date that the Borrower is solvent and that no Default or Unmatured Default has occurred and is continuing. (e) A written opinion of outside counsel to the Borrower addressed to the Lender in substantially the form of Exhibit E hereto. (f) This Agreement and the Notes fully executed and payable to the order of the Lender. (g) A Security Agreement executed by the Borrower and (if applicable) the Subsidiaries (other than WEA) in favor of the Lender together with: (i) original copies of Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near (but not subsequent to) to the Closing Date naming the Borrower as Debtor and the Lender as the secured party, in a form sufficient to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Lender or Required Lenders, desirable to perfect the security interest of the Lender and Lenders pursuant to the Security Agreement; (ii) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3) and such other instruments or agreements to release all Liens and other rights of any Person in any collateral covered by the Collateral Documents; (iii) certified copies of Uniform Commercial Code Requests for Information or copies, or a similar search report certified by the Borrower, dated a date reasonably near (but not subsequent to) to the Closing Date, listing all effective financing statements which name Borrower as the debtor none of which financing statements (other than those described in subsection (ii) of this Section) shall cover any collateral covered by the Security Agreement, unless such financing statements evidence Permitted Liens. (iv) an Authorization to File UCC Financing Statements in the form of Exhibit I hereto. (h) Subordination agreements in form and substance acceptable to the Lender with respect to Subordinated Debt. (i) Written money transfer instructions addressed to the Lender and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lender may have reasonably requested. (j) An updated field audit conducted by Lender, the results of which are satisfactory to Lender, and payment by Borrower to Lender of the full cost of such field audit. (k) The Stock Pledge Agreement executed by Borrower in favor of Lender pledging to Lender all of Borrower's right title and interest in and to the capital stock of AGE, together with (i) the original stock certificates evidencing Borrower's ownership of such stock, and (ii) stock powers in blank with respect to such stock executed by the Borrower. (l) Such other documents as Lender or its counsel may have reasonably requested. (ii) Evidence satisfactory to the Lender that the Borrower shall have paid, or concurrently with the making of the initial Advance or the issuance of the initial Facility Letter of Credit shall pay, in full, all fees required to be paid pursuant to Section 2.4.1 on or before the initial Borrowing Date or Issuance Date, as the case may be. (iii) The insurance certificate described in Section 5.24 along with evidence that the Lender has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance required in accordance with Section 5.23 and under the Security Agreement (in the form of certificates of insurance, with standard lenders' loss payable endorsements acceptable to Lender or other instruments or documents evidencing such insurance coverage). (iv) Lender has received such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien for the benefit of the Lenders, as requested by the Lender or any Lender. (v) Evidence that all other actions necessary or, in the opinion of the Lender or the Lenders, desirable to perfect and protect the first priority Lien created by the Security Agreement, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, have been taken. (vi) Upon the Closing Date, the Borrower shall have a minimum availability of $500,000 under the Revolving Credit Commitment after the funding of the initial Revolving Loans. (vii) On the Closing Date, the Total Assets of the Borrower at a fair valuation at their then present fair salable value, determined in a manner and based on assumptions satisfactory to Lender, shall be materially greater than the Total Liabilities of Borrower, and Lender shall be satisfied that Borrower's assets at a fair valuation and at their fair salable value will continue to be materially greater than the total Liabilities of Borrower thereafter.

Initial Advance and Facility Letter of Credit. The Lender Lenders shall not be required to make the initial Advance hereunder and, if the initial Advance shall not have been made, the Lender Issuer shall not be required to issue any the initial Facility Letter of Credit hereunder hereunder, unless the Borrower has complied with the following conditions precedent: (i) the each Borrower has furnished to the Lender Administrative Agent, with sufficient copies or other sufficient evidence for the Lenders the following, each dated as of the initial Borrowing Date or Issuance Date, as the case may be (be, or such earlier date as shall be acceptable to the Lender):Administrative Agent: (ai) Delivery of duly executed Documents. (ii) Delivery of duly executed Borrowing Notice. (iii) Copies of the articles constitutive documents of incorporation of Borrowereach Borrower and each Guarantor, together with all amendments theretoamendments, and certificates of good standing of Borrower (where available for issuance by relevant governmental bodies) from each jurisdiction in which each Borrower is qualified to do businessorganized, all certified by the appropriate governmental officers in their respective jurisdictionjurisdiction or, if not available, an Authorized Officer of each Borrower. (biv) Copies, certified by the Secretary or an Assistant Secretary of Borrowereach Borrower and each Guarantor, of its by-laws, operating agreements and of Board of Directors' ’ resolutions and members' of resolutions (and resolutions or actions of any other bodies, if any are deemed necessary by counsel for the Lender) body authorizing the execution of each of the Loan Documents to which such Borrower or Guarantor is a party. (cv) Incumbency certificatesAn incumbency certificate, executed by the Secretary or an Assistant Secretary of each BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of such Borrower or Guarantor authorized to sign the Loan Documents to which it such Borrower or Guarantor is a party and, with respect to the Borrower, to make borrowings hereunderparty, upon which certificates certificate the Lender Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Borrower or Guarantor. (dvi) A certificate, signed by the president or chief financial officer of the Borrowereach Borrower and each Guarantor, stating that on the initial Borrowing Date that the Borrower is solvent and that no Default or Unmatured Default has occurred and is continuing. (evii) A written opinion of outside each Non-US Borrower’s counsel to the Borrower addressed to the Lender in substantially the form of Exhibit E heretoI(1), each Guarantor’s counsel in substantially the form of Exhibit I(2), and the US-Borrower’s counsel (which shall also furnish certain opinions in respect of the Borrowers and the Collateral Documents) in substantially the form of Exhibit I(3), in each case addressed to the Lenders. (fviii) This Agreement and the Any Notes fully executed and requested by a Lender pursuant to Section 2.13 payable to the order of the each such requesting Lender. (gix) A Security Agreement executed by the Borrower and (if applicable) the Subsidiaries (other than WEA) in favor of the Lender together with: (i) original copies of Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near (but not subsequent to) to the Closing Date naming the Borrower as Debtor and the Lender as the secured partyWritten money transfer instructions, in a form sufficient to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Lender or Required Lenders, desirable to perfect the security interest of the Lender and Lenders pursuant to the Security Agreement; (ii) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3) and such other instruments or agreements to release all Liens and other rights of any Person in any collateral covered by the Collateral Documents; (iii) certified copies of Uniform Commercial Code Requests for Information or copies, or a similar search report certified by the Borrower, dated a date reasonably near (but not subsequent to) to the Closing Date, listing all effective financing statements which name Borrower as the debtor none of which financing statements (other than those described in subsection (ii) of this Section) shall cover any collateral covered by the Security Agreement, unless such financing statements evidence Permitted Liens. (iv) an Authorization to File UCC Financing Statements in substantially the form of Exhibit I hereto. (h) Subordination agreements in form and substance acceptable to the Lender with respect to Subordinated Debt. (i) Written money transfer instructions J, addressed to the Lender Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lender Administrative Agent may have reasonably requested. (jx) An updated field audit conducted by Lender, Delivery of a duly executed Guaranty issued to the results of which are satisfactory to Lender, and payment by Borrower to Lender Administrative Agent for the benefit of the full cost Lenders by each of such field auditthe US-Borrower and Xxxxxxxxxx International, Inc., to the extent and in the form requested by the Administrative Agent. (kxi) The Stock Pledge Agreement executed by Borrower Evidence of payment of the facility fees as provided in favor of Lender pledging to Lender all of Borrower's right title and interest in and to the capital stock of AGE, together with (i) the original stock certificates evidencing Borrower's ownership of such stock, and (ii) stock powers in blank with respect to such stock executed by the BorrowerSection 2.4.1 hereof. (lxii) Such other documents and information as Lender the Administrative Agent, any Lender, or its counsel may have reasonably requested. requested (ii) Evidence satisfactory to including information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Lender that the Borrower shall have paid, or concurrently with the making of the initial Advance or the issuance of the initial Facility Letter of Credit shall pay, in full, all fees required to be paid pursuant to Section 2.4.1 on or before the initial Borrowing Date or Issuance Date, as the case may be. (iii) The insurance certificate described in Section 5.24 along with evidence that the Lender has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance required in accordance with Section 5.23 and under the Security Agreement (in the form of certificates of insurance, with standard lenders' loss payable endorsements acceptable to Lender or other instruments or documents evidencing such insurance coveragePatriot Act). (ivxiii) Lender has received such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien for the benefit of the Lenders, as requested by the Lender There exists no Default or any LenderUnmatured Default. (vxiv) Evidence that all other actions necessary orThe representations and warranties contained in Article 5 are true and correct for each Borrower as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in the opinion of the Lender which case such representation or the Lenders, desirable to perfect and protect the first priority Lien created by the Security Agreement, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, warranty shall have been takentrue and correct on and as of such earlier date. (vi) Upon the Closing Date, the Borrower shall have a minimum availability of $500,000 under the Revolving Credit Commitment after the funding of the initial Revolving Loans. (vii) On the Closing Date, the Total Assets of the Borrower at a fair valuation at their then present fair salable value, determined in a manner and based on assumptions satisfactory to Lender, shall be materially greater than the Total Liabilities of Borrower, and Lender shall be satisfied that Borrower's assets at a fair valuation and at their fair salable value will continue to be materially greater than the total Liabilities of Borrower thereafter.

Initial Advance and Facility Letter of Credit. The Lender Lenders shall not be required to make the initial Advance hereunder and, if the initial Advance shall not have been made, the Lender Issuer shall not be required to issue any the initial Facility Letter of Credit hereunder unless the Borrower has complied with the following conditions precedent: (i) the Borrower has furnished to the Lender Agent with sufficient copies for the Lenders the following, each dated as of the initial Borrowing Date or Issuance Date, as the case may be (or such earlier date as shall be acceptable to the LenderAgent): (ai) Copies of the articles certificate of incorporation of Borrowereach Credit Party, together with all amendments thereto, and certificates of good standing of Borrower each Credit Party from each jurisdiction in which Borrower such Credit Party is qualified to do business, all certified by the appropriate governmental officers in their respective jurisdiction. (bii) Copies, certified by the Secretary or an Assistant Secretary of Borrowereach Credit Party, of its their respective by-laws, operating agreements laws and of Board of Directors' and members' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the LenderAgent) authorizing the execution of each of the Loan Documents to which such Borrower Credit Party is a party. (ciii) Incumbency certificates, executed by the Secretary or an Assistant Secretary of each BorrowerCredit Party, which shall identify by name and title and bear the signature of the officers of Borrower such Credit Party authorized to sign the Loan Documents to which it is a party and, with respect to the Borrower, to make borrowings hereunder, upon which certificates the Lender Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (div) A certificate, signed by the president or chief financial officer of the Borrower, stating that on the initial Borrowing Date that the Borrower is solvent and that no Default or Unmatured Default has occurred and is continuing. (ev) A written opinion of Ross & Hardies, outside counsel to xounxxx xx the Borrower Credit Parties, addressed to the Lender Agent and the Lenders in substantially the form of Exhibit E hereto. (fvi) This Agreement and the Notes fully executed and payable to the order of each of the LenderLenders. (gvii) A Security Agreement executed by the Borrower and (if applicable) the Subsidiaries (other than WEA) in favor of the Lender together with: (i) original copies of Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near (but not subsequent to) to the Closing Date naming the Borrower as Debtor and the Lender as the secured partyWritten money transfer instructions, in a form sufficient to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Lender or Required Lenders, desirable to perfect the security interest of the Lender and Lenders pursuant to the Security Agreement; (ii) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3) and such other instruments or agreements to release all Liens and other rights of any Person in any collateral covered by the Collateral Documents; (iii) certified copies of Uniform Commercial Code Requests for Information or copies, or a similar search report certified by the Borrower, dated a date reasonably near (but not subsequent to) to the Closing Date, listing all effective financing statements which name Borrower as the debtor none of which financing statements (other than those described in subsection (ii) of this Section) shall cover any collateral covered by the Security Agreement, unless such financing statements evidence Permitted Liens. (iv) an Authorization to File UCC Financing Statements in substantially the form of Exhibit I hereto. (h) Subordination agreements in form and substance acceptable to the Lender with respect to Subordinated Debt. (i) Written money transfer instructions F hereto addressed to the Lender Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lender Agent may have reasonably requested. (j) An updated field audit conducted by Lender, the results of which are satisfactory to Lender, and payment by Borrower to Lender of the full cost of such field audit. (k) The Stock Pledge Agreement executed by Borrower in favor of Lender pledging to Lender all of Borrower's right title and interest in and to the capital stock of AGE, together with (i) the original stock certificates evidencing Borrower's ownership of such stock, and (ii) stock powers in blank with respect to such stock executed by the Borrower. (l) Such other documents as Lender or its counsel may have reasonably requested. (iiviii) Evidence satisfactory to the Lender Agent that (a) the Borrower shall have paid, or concurrently with the making of the initial Advance or the issuance of the initial Facility Letter of Credit shall pay, in full, all fees required to be paid pursuant to Section 2.4.1 on or before the initial Borrowing Date or Issuance Date, as the case may be. (iiiix) The insurance certificate described in Section 5.24 along with evidence that A field audit of the Lender has been named as loss payee under Borrower's La Fox, Illinois facility to be completed by the Agent which shall be acceptable to the Agent and all policies Lenders. (x) Execution and delivery of casualty insurance, and as additional insured under all policies of liability insurance required in accordance with Section 5.23 and under the Security Canadian Credit Agreement (in the form of certificates of insurance, with standard lenders' loss payable endorsements acceptable to Lender or other instruments or documents evidencing such insurance coverageas amended). (ivxi) Lender has received such consents, estoppels, subordination agreements and other documents and instruments executed Consent by landlords, tenants and other Persons party the Canadian Borrower to material contracts relating the Canadian Lender's sale of participations in the Canadian Credit Agreement to any Collateral as to which the Lender shall be granted a Lien for the benefit of the Lenders, as requested by the Lender or any Lender. (vxii) Evidence that all Such other actions necessary or, in the opinion of the documents as any Lender or the Lenders, desirable to perfect and protect the first priority Lien created by the Security Agreement, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, counsel may have been takenreasonably requested. (vi) Upon the Closing Date, the Borrower shall have a minimum availability of $500,000 under the Revolving Credit Commitment after the funding of the initial Revolving Loans. (vii) On the Closing Date, the Total Assets of the Borrower at a fair valuation at their then present fair salable value, determined in a manner and based on assumptions satisfactory to Lender, shall be materially greater than the Total Liabilities of Borrower, and Lender shall be satisfied that Borrower's assets at a fair valuation and at their fair salable value will continue to be materially greater than the total Liabilities of Borrower thereafter.

Initial Advance and Facility Letter of Credit. The Lender shall not be required to make the initial Advance hereunder and, if the initial Advance shall not have been made, the Lender shall not be required to issue any Facility Letter of Credit hereunder unless the Borrower has complied with the following conditions precedent: (i) the Borrower has furnished to the Lender the following, each dated as of the initial Borrowing Date or Issuance Date, as the case may be (or such earlier date as shall be acceptable to the Lender): (ai) Copies of the articles certificate of incorporation formation of the Borrower, together with all amendments thereto, and certificates of good standing of the Borrower from each jurisdiction in which the Borrower is qualified to do business, all certified by the appropriate governmental officers in their respective jurisdiction. (bii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws, operating agreements limited liability company agreement and of Board of Directors' and members' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Lender) authorizing the execution of each of the Loan Documents to which such the Borrower is a party. (ciii) Incumbency certificatescertificate, executed by the Secretary or an Assistant Secretary of each the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and, with respect to the Borrower, to make borrowings hereunder, upon which certificates the Lender and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (div) A certificatecertificate of the Borrower, signed by the president or chief financial officer of the Borrower, stating that on the initial Borrowing Date that the Borrower is solvent and that no Default or Unmatured Default has occurred and is continuing. (ev) A written opinion of Dewey Ballantine LLP, outside counsel to the Borrower addressed to Borrowxx, xxxxxxxxx xx the Lender in substantially the form of Exhibit E hereto. (fvi) This Agreement and the Notes Note fully executed and payable to the order of the Lender. (gvii) A Security Agreement executed by the Borrower and (if applicable) the Subsidiaries (other than WEA) in favor of the Lender Lender, together with: (ia) original copies of Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near (but not subsequent to) to the Closing Date naming the Borrower as Debtor and the Lender as the secured party, in a form sufficient to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Lender or Required LendersLender, desirable to perfect the security interest of the Lender and Lenders pursuant to the Security Agreement; (iib) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3) and such other instruments or agreements to release all Liens and other rights of any Person in any collateral covered by the Collateral Documents; (iii) certified copies of Uniform Commercial Code Requests for Information or copies, or a similar search report certified by the Borrower, dated a date reasonably near (but not subsequent to) to the Closing Date, listing all effective financing statements which name Borrower as the debtor none of which financing statements (other than those described in subsection (ii) of this Section) shall cover any collateral covered by the Security Agreement, unless such financing statements evidence Permitted Liens. (iv) an Authorization to File UCC Financing Statements in the form of Exhibit I hereto. (hviii) Subordination agreements in form and substance acceptable to the Lender with respect to Subordinated DebtDebt (if any). (iix) A payoff letter for Indebtedness which is to be refinanced with Loan proceeds. (x) Written money transfer instructions in the form of Exhibit F hereto addressed to the Lender and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lender may have reasonably requested. (j) An updated field audit conducted by Lender, the results of which are satisfactory to Lender, and payment by Borrower to Lender of the full cost of such field audit. (k) The Stock Pledge Agreement executed by Borrower in favor of Lender pledging to Lender all of Borrower's right title and interest in and to the capital stock of AGE, together with (i) the original stock certificates evidencing Borrower's ownership of such stock, and (ii) stock powers in blank with respect to such stock executed by the Borrower. (l) Such other documents as Lender or its counsel may have reasonably requested. (iixi) Evidence satisfactory to the Lender that the Borrower shall have paid, or concurrently with the making of the initial Advance or the issuance of the initial Facility Letter of Credit shall pay, in full, all fees required to be paid pursuant to Section 2.4.1 on or before the initial Borrowing Date or Issuance Date, as the case may be. (iiixii) The insurance certificate described in Section 5.24 along with evidence that the Lender has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance required in accordance with Section 5.23 and under the Security Agreement (in the form of certificates of insurance, with standard lenders' loss payable endorsements acceptable to the Lender or other instruments or documents evidencing such insurance coverage). (ivxiii) Lender has received such A Letter of Credit Agreement executed by the Borrower in the form of Exhibit D. (xiv) An Acceptance Credit Agreement executed by the Borrower in the form of Exhibit I. (xv) An initial Borrowing Base certificate and aging of Accounts. (xvi) Such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien for the benefit of the LendersLien, as requested by the Lender or any Lender. (vxvii) Evidence that all other actions necessary or, in the opinion of the Lender or the LendersLender, desirable to perfect and protect the first priority Lien created by the Security Agreement, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, have been taken. (vixviii) Upon the Closing Date, the Borrower shall Such other documents as Lender or its counsel may have a minimum availability of $500,000 under the Revolving Credit Commitment after the funding of the initial Revolving Loansreasonably requested. (vii) On the Closing Date, the Total Assets of the Borrower at a fair valuation at their then present fair salable value, determined in a manner and based on assumptions satisfactory to Lender, shall be materially greater than the Total Liabilities of Borrower, and Lender shall be satisfied that Borrower's assets at a fair valuation and at their fair salable value will continue to be materially greater than the total Liabilities of Borrower thereafter.

Initial Advance and Facility Letter of Credit. The Lender Lenders shall not --------------------------------------------- be required to make the initial Advance hereunder and, if the initial Advance shall not have been made, the Lender an Issuing Bank shall not be required obligated to issue any Facility Letter of Credit hereunder unless to the Borrower has complied with the following conditions precedent: (i) and, in any event, this Agreement shall not become effective unless the Borrower has furnished to the Lender Agent with sufficient copies for the followingLenders, each dated as of the initial Borrowing Date or Issuance Date, following items (and the date upon which all such items shall have been so furnished is hereinafter referred to as the case may be (or such earlier date as shall be acceptable to the Lender"Effective Date"): (ai) Copies of the certificate or articles of incorporation of Borrowerincorporation, together with all amendments theretoamendments, and certificates a certificate of good standing for the Borrower, both certified, as of Borrower from each jurisdiction in which Borrower is qualified to do businessa recent date, all certified by the appropriate governmental officers officer in their respective jurisdictionits jurisdiction of incorporation. (bii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws, operating agreements laws and of its Board of Directors' and members' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the any Lender) authorizing the performance and execution of each of the Loan Documents to which such Borrower is a partyDocuments. (ciii) Incumbency certificatesAn incumbency certificate, executed by the Secretary or an Assistant Secretary of each the Borrower, which shall identify by name and title and bear the signature of the officers Authorized Officers of (a) the Borrower authorized to sign the Loan Documents to which it is a party and, with respect to the Borrower, and to make borrowings and request Facility Letters of Credit hereunder and (b) each Domestic Subsidiary authorized to request Facility Letters of Credit hereunder, upon which certificates certificate the Lender Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (div) A compliance certificate, signed by the president or chief financial officer or controller of the Borrower, stating that on in substantially the initial Borrowing Date that the Borrower is solvent and that no Default or Unmatured Default has occurred and is continuingform attached hereto as Exhibit "G". (ev) A written opinion of outside counsel to the Borrower Borrower, addressed to the Lender Lenders in substantially the form of Exhibit E hereto"E". (fvi) This Agreement and Notes from the Notes fully executed and Borrower payable to the order of each of the LenderLenders. (gvii) A Security Agreement executed by the Borrower and (if applicable) the Subsidiaries (other than WEA) in favor of the Lender together with: (i) original copies of Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near (but not subsequent to) to the Closing Date naming the Borrower as Debtor and the Lender as the secured partyWritten money transfer instructions, in a form sufficient to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Lender or Required Lenders, desirable to perfect the security interest of the Lender and Lenders pursuant to the Security Agreement; (ii) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3) and such other instruments or agreements to release all Liens and other rights of any Person in any collateral covered by the Collateral Documents; (iii) certified copies of Uniform Commercial Code Requests for Information or copies, or a similar search report certified by the Borrower, dated a date reasonably near (but not subsequent to) to the Closing Date, listing all effective financing statements which name Borrower as the debtor none of which financing statements (other than those described in subsection (ii) of this Section) shall cover any collateral covered by the Security Agreement, unless such financing statements evidence Permitted Liens. (iv) an Authorization to File UCC Financing Statements in substantially the form of Exhibit I "F" hereto. (h) Subordination agreements in form and substance acceptable to the Lender with respect to Subordinated Debt. (i) Written money transfer instructions , addressed to the Lender Agent and signed by an Authorized OfficerOfficer of the Borrower, together with such other related money transfer authorizations as the Lender Agent may have reasonably requested. (jviii) An updated field audit conducted The Guaranty executed by Lendereach Guarantor, together with an opinion of counsel to the results of which are Guarantors in form and substance satisfactory to Lender, and payment by Borrower to Lender of the full cost of such field auditAgent. (kix) The Stock Pledge Agreement executed by Borrower in favor of Lender pledging to Lender all of Borrower's right title and interest in and Evidence satisfactory to the capital stock Agent that the Borrower and certain of AGEits Subsidiaries party thereto have paid (or will pay with the initial advance hereunder) in full and terminated the existing credit agreement, together with (i) the original stock certificates evidencing Borrower's ownership of such stockdated July 20, and (ii) stock powers in blank with respect to such stock executed by 1993, among the Borrower, such Subsidiaries, the lenders party thereto and Corestates Bank, N.A. as agent for such lenders and have released all Liens granted in connection therewith. (lx) The insurance certificate described in Section 5.18. (xi) Payment of any fees due to the Agent pursuant to the letter agreement referred to in Section 2.6.3. (xii) Such other documents as any Lender or its counsel may have reasonably requested. (ii) Evidence satisfactory to the Lender that the Borrower shall have paid, or concurrently with the making of the initial Advance or the issuance of the initial Facility Letter of Credit shall pay, in full, all fees required to be paid pursuant to Section 2.4.1 on or before the initial Borrowing Date or Issuance Date, as the case may be. (iii) The insurance certificate described in Section 5.24 along with evidence that the Lender has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance required in accordance with Section 5.23 and under the Security Agreement (in the form of certificates of insurance, with standard lenders' loss payable endorsements acceptable to Lender or other instruments or documents evidencing such insurance coverage). (iv) Lender has received such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien for the benefit of the Lenders, as requested by the Lender or any Lender. (v) Evidence that all other actions necessary or, in the opinion of the Lender or the Lenders, desirable to perfect and protect the first priority Lien created by the Security Agreement, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, have been taken. (vi) Upon the Closing Date, the Borrower shall have a minimum availability of $500,000 under the Revolving Credit Commitment after the funding of the initial Revolving Loans. (vii) On the Closing Date, the Total Assets of the Borrower at a fair valuation at their then present fair salable value, determined in a manner and based on assumptions satisfactory to Lender, shall be materially greater than the Total Liabilities of Borrower, and Lender shall be satisfied that Borrower's assets at a fair valuation and at their fair salable value will continue to be materially greater than the total Liabilities of Borrower thereafter.

Initial Advance and Facility Letter of Credit. The Lender Lenders shall not be required to make the initial Advance hereunder and, if the initial Advance shall not have been made, the Lender Issuer shall not be required to issue any the initial Facility Letter of Credit hereunder unless the Borrower has complied with the following conditions precedent: (i) the Borrower has furnished to the Lender Agent with sufficient copies for the Lenders the following, each dated as of the initial Borrowing Date or Issuance Date, as the case may be (or such earlier date as shall be acceptable to the LenderAgent): (ai) Copies of the articles certificate of incorporation of Borrowereach Credit Party, together with all amendments thereto, and certificates of good standing of Borrower each Credit Party from each jurisdiction in which Borrower such Credit Party is qualified to do business, all certified by the appropriate governmental officers in their respective jurisdiction. (bii) Copies, certified by the Secretary or an Assistant Secretary of Borrowereach Credit Party, of its their respective by-laws, operating agreements laws and of Board of Directors' and members' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the LenderAgent) authorizing the execution of each of the Loan Documents to which such Borrower Credit Party is a party. (ciii) Incumbency certificates, executed by the Secretary or an Assistant Secretary of each BorrowerCredit Party, which shall identify by name and title and bear the signature of the officers of Borrower such Credit Party authorized to sign the Loan Documents to which it is a party and, with respect to the Borrower, to make borrowings hereunder, upon which certificates the Lender Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (div) A certificate, signed by the president or chief financial officer of the Borrower, stating that on the initial Borrowing Date that the Borrower is solvent and that no Default or Unmatured Default has occurred and is continuing. (ev) A written opinion of Rxxx & Hxxxxxx, outside counsel to the Borrower Credit Parties, addressed to the Lender Agent and the Lenders in substantially the form of Exhibit E hereto. (fvi) This Agreement and the Notes fully executed and payable to the order of each of the LenderLenders. (gvii) A Security Agreement executed by the Borrower and (if applicable) the Subsidiaries (other than WEA) in favor of the Lender together with: (i) original copies of Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near (but not subsequent to) to the Closing Date naming the Borrower as Debtor and the Lender as the secured partyWritten money transfer instructions, in a form sufficient to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Lender or Required Lenders, desirable to perfect the security interest of the Lender and Lenders pursuant to the Security Agreement; (ii) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3) and such other instruments or agreements to release all Liens and other rights of any Person in any collateral covered by the Collateral Documents; (iii) certified copies of Uniform Commercial Code Requests for Information or copies, or a similar search report certified by the Borrower, dated a date reasonably near (but not subsequent to) to the Closing Date, listing all effective financing statements which name Borrower as the debtor none of which financing statements (other than those described in subsection (ii) of this Section) shall cover any collateral covered by the Security Agreement, unless such financing statements evidence Permitted Liens. (iv) an Authorization to File UCC Financing Statements in substantially the form of Exhibit I hereto. (h) Subordination agreements in form and substance acceptable to the Lender with respect to Subordinated Debt. (i) Written money transfer instructions F hereto addressed to the Lender Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lender Agent may have reasonably requested. (j) An updated field audit conducted by Lender, the results of which are satisfactory to Lender, and payment by Borrower to Lender of the full cost of such field audit. (k) The Stock Pledge Agreement executed by Borrower in favor of Lender pledging to Lender all of Borrower's right title and interest in and to the capital stock of AGE, together with (i) the original stock certificates evidencing Borrower's ownership of such stock, and (ii) stock powers in blank with respect to such stock executed by the Borrower. (l) Such other documents as Lender or its counsel may have reasonably requested. (iiviii) Evidence satisfactory to the Lender Agent that (a) the Borrower shall have paid, or concurrently with the making of the initial Advance or the issuance of the initial Facility Letter of Credit shall pay, in full, all fees required to be paid pursuant to Section 2.4.1 2.5.1 on or before the initial Borrowing Date or Issuance Date, as the case may be. (iiiix) The insurance certificate described in Section 5.24 along with evidence that Execution and delivery of the Lender has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance required in accordance with Section 5.23 and under the Security Agreement (in the form of certificates of insurance, with standard lenders' loss payable endorsements acceptable to Lender or other instruments or documents evidencing such insurance coverage)International Credit Agreement. (ivx) Lender has received such consents, estoppels, subordination agreements and Such other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to as any Collateral as to which the Lender shall be granted a Lien for the benefit of the Lenders, as requested by the Lender or any Lenderits counsel may have reasonably requested. (v) Evidence that all other actions necessary or, in the opinion of the Lender or the Lenders, desirable to perfect and protect the first priority Lien created by the Security Agreement, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, have been taken. (vi) Upon the Closing Date, the Borrower shall have a minimum availability of $500,000 under the Revolving Credit Commitment after the funding of the initial Revolving Loans. (vii) On the Closing Date, the Total Assets of the Borrower at a fair valuation at their then present fair salable value, determined in a manner and based on assumptions satisfactory to Lender, shall be materially greater than the Total Liabilities of Borrower, and Lender shall be satisfied that Borrower's assets at a fair valuation and at their fair salable value will continue to be materially greater than the total Liabilities of Borrower thereafter.

Initial Advance and Facility Letter of Credit. The Lender Lenders --------------------------------------------- shall not be required to make the initial Advance hereunder and, if the initial Advance shall not have been made, the Lender and an Issuing Bank shall not be required obligated to issue any the initial Facility Letter of Credit hereunder unless the Borrower has complied furnished to the Agent with sufficient copies for the following conditions precedentLenders: (i) the Borrower has furnished to the Lender the following, each dated as of the initial Borrowing Date or Issuance Date, as the case may be (or such earlier date as shall be acceptable to the Lender): (a) Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, both certified by the Secretary of State of the State of New Jersey. (ii) For each Guarantor, a certificate of good standing certified by the appropriate governmental officer in its jurisdiction of incorporation. (iii) For the Borrower and each Guarantor, copies, certified by the Secretary or Assistant Secretary of such Person, of its articles of incorporation, with all amendments thereto, and certificates of good standing of Borrower from each jurisdiction in which Borrower is qualified to do business, all certified by the appropriate governmental officers in their respective jurisdiction. (b) Copies, certified by the Secretary or an Assistant Secretary of Borrower, of its by-laws, operating agreements laws and of its Board of Directors' and members' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the any Lender) authorizing the execution of each of the Loan Documents to which such Borrower it is a party. (civ) Incumbency certificatesFor the Borrower and each Guarantor, an incumbency certificate, executed by the Secretary or an Assistant Secretary of each Borrowersuch Person, which shall identify by name and title and bear the signature of the officers of Borrower such Person, authorized to sign the Loan Documents to which it is a party and, with respect to in the case of the Borrower, to make borrowings and request Facility Letters of Credit hereunder, upon which certificates certificate the Lender Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be. (dv) A certificate, signed by the president or chief financial officer of the Borrower, stating that on the initial Borrowing Date that (or, if earlier, on the Borrower is solvent and that date of the initial issuance of a Facility Letter of Credit) no Default or Unmatured Default has occurred and is continuing. (evi) A The written opinion opinions of outside Xxxx X. Xxxxx, corporate counsel to the Borrower and each Guarantor, and Stroock & Stroock & Xxxxx LLP, counsel to the Borrower and each Guarantor, addressed to the Lender Agent and the Lenders in substantially the form of Exhibit E hereto.. --------- (fvii) This Agreement Committed Notes with respect to Committed Loans (other than Swing Line Loans) and the Competitive Bid Notes fully executed and payable to the order of each of the LenderLenders and Committed Notes with respect to Swing Line Loans payable to the order of each of the Swing Line Lenders. (gviii) A Security Agreement executed by the Borrower and (if applicable) the Subsidiaries (other than WEA) in favor of the Lender together with: (i) original copies of Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near (but not subsequent to) to the Closing Date naming the Borrower as Debtor and the Lender as the secured partyWritten money transfer instructions, in a form sufficient to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Lender or Required Lenders, desirable to perfect the security interest of the Lender and Lenders pursuant to the Security Agreement; (ii) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3) and such other instruments or agreements to release all Liens and other rights of any Person in any collateral covered by the Collateral Documents; (iii) certified copies of Uniform Commercial Code Requests for Information or copies, or a similar search report certified by the Borrower, dated a date reasonably near (but not subsequent to) to the Closing Date, listing all effective financing statements which name Borrower as the debtor none of which financing statements (other than those described in subsection (ii) of this Section) shall cover any collateral covered by the Security Agreement, unless such financing statements evidence Permitted Liens. (iv) an Authorization to File UCC Financing Statements in substantially the form of Exhibit I H hereto. (h) Subordination agreements in form and substance acceptable to the Lender with respect to Subordinated Debt. (i) Written money transfer instructions , addressed to the Lender Agent and signed by an Authorized --------- Officer, together with such other related money transfer authorizations as the Lender Agent may have reasonably requested. (jix) An updated field audit conducted The Guaranty duly executed by Lendereach Guarantor in substantially the form of Exhibit I hereto. --------- (x) Evidence satisfactory to the Agent that the Borrower has paid (or will pay with the initial Advances hereunder) in full all obligations under the existing credit agreement, dated August 16, 1996 (as amended, the results of which are satisfactory to Lender"Existing Credit Agreement"), among the Borrower, the lenders party ------------------------- thereto, First Union National Bank, as Documentation Agent, and payment by Borrower to Lender of the full cost of such field auditFirst Chicago, as Administrative Agent. (kxi) The Stock Pledge Agreement executed by Borrower in favor Payment of Lender pledging to Lender all of Borrower's right title and interest in and fees due to the capital stock Agent pursuant to the letter agreement referred to in Section 2.6 and of AGE, together with (i) all legal expenses of the original stock certificates evidencing Borrower's ownership of such stock, and (ii) stock powers in blank with respect Agent ----------- which have been invoiced to such stock executed by the Borrower. (lxii) Such other documents as any Lender or its counsel may have reasonably requested. (ii) Evidence satisfactory to the Lender that the Borrower shall have paid, or concurrently with the making of the initial Advance or the issuance of the initial Facility Letter of Credit shall pay, in full, all fees required to be paid pursuant to Section 2.4.1 on or before the initial Borrowing Date or Issuance Date, as the case may be. (iii) The insurance certificate described in Section 5.24 along with evidence that the Lender has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance required in accordance with Section 5.23 and under the Security Agreement (in the form of certificates of insurance, with standard lenders' loss payable endorsements acceptable to Lender or other instruments or documents evidencing such insurance coverage). (iv) Lender has received such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien for the benefit of the Lenders, as requested by the Lender or any Lender. (v) Evidence that all other actions necessary or, in the opinion of the Lender or the Lenders, desirable to perfect and protect the first priority Lien created by the Security Agreement, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, have been taken. (vi) Upon the Closing Date, the Borrower shall have a minimum availability of $500,000 under the Revolving Credit Commitment after the funding of the initial Revolving Loans. (vii) On the Closing Date, the Total Assets of the Borrower at a fair valuation at their then present fair salable value, determined in a manner and based on assumptions satisfactory to Lender, shall be materially greater than the Total Liabilities of Borrower, and Lender shall be satisfied that Borrower's assets at a fair valuation and at their fair salable value will continue to be materially greater than the total Liabilities of Borrower thereafter.

Initial Advance and Facility Letter of Credit. The Lender Lenders shall not be required to make the initial Advance hereunder and, if the initial Advance shall not have been made, the Lender Issuer shall not be required to issue any Facility Letter of Credit hereunder unless the Borrower has complied with the following conditions precedent: (i) the Borrower has furnished to the Lender Agent with sufficient copies for the Lenders the following, each dated as of the initial Borrowing Date or Issuance Date, as the case may be (or such earlier date as shall be acceptable to the LenderAgent): (ai) Copies of the articles certificate of incorporation formation of Borrower, together with all amendments thereto, and certificates of good standing of Borrower from each jurisdiction in which Borrower is qualified to do business, all certified by the appropriate governmental officers in their respective jurisdiction. (bii) Copies, certified by the Secretary or an Assistant Secretary of Borrower, of its by-laws, operating agreements and of Board of Directors' and members' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the LenderAgent) authorizing the execution of each of the Loan Documents to which such Borrower is a party. (ciii) Incumbency certificates, executed by the Secretary or an Assistant Secretary of each Borrower, which shall identify by name and title and bear the signature of the officers of Borrower authorized to sign the Loan Documents to which it is a party and, with respect to the Borrower, to make borrowings hereunder, upon which certificates the Lender Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (div) A certificate, signed by the president or chief financial officer of the Borrower, stating that on the initial Borrowing Date that the Borrower is solvent and that no Default or Unmatured Default has occurred and is continuing. (ev) A written opinion of Dewex Xxxxxxxxxx XXX, outside counsel to the Borrower Borrower, addressed to the Lender Agent and the Lenders in substantially the form of Exhibit E hereto. (fvi) This Agreement and the Notes fully executed and payable to the order of each of the LenderLenders. (gvii) A Security Agreement executed by the Borrower and (if applicable) the Subsidiaries (other than WEA) in favor of the Lender Agent and the Lenders, together with: (ia) original copies of Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near (but not subsequent to) to the Closing Date naming the Borrower as Debtor and the Lender Agent as the secured party, in a form sufficient to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Lender Agent or Required Lenders, desirable to perfect the security interest of the Lender Agent and Lenders pursuant to the Security Agreement; (iib) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3) and such other instruments or agreements to release all Liens and other rights of any Person in any collateral covered by the Collateral Documents; (iiic) certified copies of Uniform Commercial Code Requests for Information or copies, or a similar search report certified by the Borrower, dated a date reasonably near (but not subsequent to) to the Closing Date, listing all effective financing statements which name Borrower Reynxxxx Xxxteners, Inc. as the debtor and which relate to the assets purchased by the Borrower pursuant to the Reynxxxx Xxxchase Agreement, none of which financing statements (other than those described in subsection (iib) of this Section) shall cover any collateral covered by the Security Agreement, unless such financing statements evidence Permitted Liens. (iv) an Authorization to File UCC Financing Statements in the form of Exhibit I hereto. (hviii) Subordination agreements in form and substance acceptable to the Lender Agent with respect to Subordinated Debt. (iix) Written money transfer instructions addressed to the Lender Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lender Agent may have reasonably requested. (jx) An updated executed copy of the Reynxxxx Xxxchase Agreement in form and substance acceptable to Agent and the Required Lenders in their sole discretion. (xi) Proof satisfactory to Agent that Alleghany has funded to the Borrower funds in excess of $8 million for the Reynxxxx Xxxuisition and such funds will be used to pay a portion of the purchase price in the Reynxxxx Xxxuisition. (xii) The terms and conditions of the Reynxxxx Acquisition and the Borrower's capitalization upon closing of the Reynxxxx Xxxuisition are satisfactory to the Agent and the Required Lenders. (xiii) Completion of a field audit conducted by LenderAgent, the results of which are satisfactory to LenderAgent, and payment by Borrower to Lender Agent of the full cost of such field audit. (kxiv) The Stock Pledge Agreement executed by Borrower in favor of Lender pledging to Lender all A desk top appraisal of Borrower's right title fixed assets in form and interest in and substance satisfactory to the capital stock of AGE, together with (i) the original stock certificates evidencing Borrower's ownership of such stock, and (ii) stock powers in blank with respect to such stock executed by the BorrowerAgent. (l) Such other documents as Lender or its counsel may have reasonably requested. (iixv) Evidence satisfactory to the Lender Agent that the Borrower shall have paid, or concurrently with the making of the initial Advance or the issuance of the initial Facility Letter of Credit shall pay, in full, all fees required to be paid pursuant to Section 2.4.1 on or before the initial Borrowing Date or Issuance Date, as the case may be. (iiixvi) The insurance certificate described in Section 5.24 along with evidence that the Lender Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance required in accordance with Section 5.23 and under the Security Agreement (in the form of certificates of insurance, with standard lenders' loss payable endorsements acceptable to Lender Agent or other instruments or documents evidencing such insurance coverage). (iv) Lender has received such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien for the benefit of the Lenders, as requested by the Lender or any Lender. (v) Evidence that all other actions necessary or, in the opinion of the Lender or the Lenders, desirable to perfect and protect the first priority Lien created by the Security Agreement, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, have been taken. (vi) Upon the Closing Date, the Borrower shall have a minimum availability of $500,000 under the Revolving Credit Commitment after the funding of the initial Revolving Loans. (vii) On the Closing Date, the Total Assets of the Borrower at a fair valuation at their then present fair salable value, determined in a manner and based on assumptions satisfactory to Lender, shall be materially greater than the Total Liabilities of Borrower, and Lender shall be satisfied that Borrower's assets at a fair valuation and at their fair salable value will continue to be materially greater than the total Liabilities of Borrower thereafter.