Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION 7.1 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless on the date of such Borrowing (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the Initial Borrowing) shall be subject to the satisfaction of the conditions stated set forth in SECTION 7.1 Section 3.01 (to the extent not previously satisfied pursuant to that Section) and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless such further conditions precedent that on the date of such Borrowing (and after giving effect thereto): (a) the following statements shall be true and the Administrative Agent shall have timely received therefor for the account of such Lender (w) a Notice of Borrowing and an Availability Certificate dated the date of such Borrowing; , and, in the case of the Availability Certificate, certifying that the Facility Available Amount as of such date (bcalculated on a pro forma basis after giving effect to such Borrowing) will be greater than or equal to the Facility Exposure (x) all Deliverables and all items described in the definition of “BBA Proposal Package” herein (to the extent not previously delivered with respect to each Borrowing Base Asset pursuant to Section 5.01(k) or this Section 3.02), (y) in the case of an addition of any Person as an Additional Guarantor, all Guarantor Deliverables (to the extent not previously delivered pursuant to Section 5.01(k) or this Section 3.02), and (z) a certificate signed by a Responsible Officer of the Borrower, dated the date of such Borrowing, stating that: (i) the representations and warranties of any Company or any Guarantor set forth contained in the each Loan Papers Document are true and correct in all material respects (except unless qualified as to the extent that (i) the representations and warranties speak to a specific date materiality or (ii) the facts on Material Adverse Effect, in which case such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company or any Guarantor which could shall be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material ) on and as of such date, before and after giving effect to the transactions contemplated in this Agreement(A) such Borrowing, and time is (B) in the case of any Borrowing, the application of the essence in respect proceeds therefrom, as though made on and as of such date; (ii) no Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing or (B) or from the application of the proceeds therefrom; and (iii) for each thereof. Subject Advance, (A) the Facility Available Amount equals or exceeds the Facility Exposure that will be outstanding after giving effect to the prior approval of Required Lenderssuch Advance, Lenders may fund any Borrowing without all conditions being satisfied, but, and (B) before and after giving effect to the extent permitted by Lawsuch Advance, the same Parent Guarantor shall not be deemed to be a waiver of in compliance with the requirement that each covenants contained in Section 5.04; 55 and (b) the Administrative Agent shall have received such condition precedent be satisfied other approvals, opinions or documents as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writingLender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. In addition to the -------------------------------------- conditions stated in SECTION Section 7.1 and SECTION 7.2Section 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingand Borrowing Base Certificate (each in accordance with Section 2.6(a)) or an LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in Section 5.5 hereof; (c) all of the representations and warranties of any Company or any Guarantor Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (cd) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) each of the funding of such Borrowings Borrowing and issuance of such LC, as the case may be, is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21Section 9.20, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (gh) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date or the date of issuance of the LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition The obligation of the Initial Lender to make a Loan or of the L/C Issuer to issue any Letter of Credit or to amend any Letter of Credit to increase the Available Amount thereof shall be subject to the conditions stated in SECTION 7.1 precedent that the Effective Date shall have occurred and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless on the date of such Borrowing or such issuance (as the case may be) the following statements shall be true (and after each of the giving effect theretoof the applicable Notice of Borrowing, Notice of Issuance or Notice of Amendment (as the case may be), and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance or amendment of such Letters of Credit (as the case may be) shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such issuance or amendment (as the case may be) such statements are true): (a) Administrative Agent shall have timely received therefor The representations and warranties contained in subsection (a)(i), (a)(ii), (b)(ii)(A), (d)(ii), and (f) of Section 4.01 are correct on and as of such date, before and after giving effect to such Borrowing, issuance or amendment (as the case may be) and to the application by the Borrower of the proceeds from such Borrowing (in the case of a Notice Borrowing), as though made on and as of Borrowing; such date. (b) all of In the representations and warranties case of any Company or any Guarantor set forth Loan, the Termination Date shall not have occurred and, in the Loan Papers are true and correct in all material respects (except to case of any issuance or amendment of a Letter of Credit, the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based L/C Availability Period shall not have been changed by transactions contemplated or permitted by the Loan Papers); ended. (c) no change in Immediately after giving effect to such Loan, issuance or amendment (as the financial condition or business case may be) the Aggregate Exposure would not exceed the amount of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; the Commitment on such date. (d) no Default In the case of an issuance or Potential Default shall have occurred and be continuing; (e) the funding amendment of such Borrowings is permitted by Law; (f) in the event all or any part a Letter of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21Credit, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related immediately after giving effect to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Lawissuance or amendment, the same shall aggregate Available Amount of all Letters of Credit would not be deemed to be a waiver of exceed the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writingL/C Facility.

Conditions Precedent to Each Borrowing. In addition The obligation of the Lender Group (or any member thereof) to make a Loan on the occasion of each Borrowing (including the initial Borrowing) or of the Agent to cause the Issuing Bank to issue any requested L/C shall be subject to the further conditions stated in SECTION 7.1 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless precedent that on the date of such Borrowing (and after giving effect thereto): (a) Administrative Agent Borrowing, or Letter of Credit Request, the following statements shall have timely received therefor a Notice of Borrowing; (b) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are be true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certificationsthe notice required by SECTION 2.1(b), financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower which notice shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver certification by the Borrower that: (i) The representations and warranties contained in Section 5.1 are correct on and as of the requirement that each date of such Borrowing, or Letter of Credit Request, as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from such Borrowing, or Letter of Credit Request, which constitutes an Event of Default or Potential Event of Default; (iii) Nothing shall have occurred and the Agent shall not have become aware of any fact or condition precedent not previously known, which the Agent shall determine has, or could reasonably be satisfied expected to have, a material adverse effect on the rights or remedies of the Lender Group, or on the ability of the Borrower to perform its obligations to the Lender Group or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a prerequisite whole; and (iv) The security interests and liens in favor of the Lender Group are valid, enforceable, and prior to all others' rights and interests, except those the Agent consents to in writing; and (v) All Loan Documents are in full force and effect; and (b) the Agent shall have received such other approvals, opinions or documents as the Agent may reasonably request. 11. Subsection 6.2(a) of the Agreement is hereby amended to read in its entirety as follows: (a) CONSOLIDATED NET WORTH. At any time, permit Consolidated Net Worth to be less than $35,000,000; which such minimum amount of Consolidated Net Worth shall be increased (i) at the end of each fiscal quarter of the Borrower, commencing with Borrower's fiscal quarter ending June 30, 1998, by an amount equal to 75% of the consolidated net income of Borrower for such fiscal quarter, determined in accordance with GAAP, PROVIDED, HOWEVER, that if Borrower's net income for any subsequent funding or fiscal quarter, determined in accordance with GAAP, shall be less than zero, then no adjustment to such minimum amount of Consolidate Net Worth shall be made; and (ii) at such time Borrower shall issue equity securities, by an amount equal to 100% of the issuance proceeds (net of ordinary and customary underwriters' discounts and commissions, and costs, fees, and expenses incurred in connection with such issuance, unless Required Lenders specifically waive each such item in writing).

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION 7.1 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Notice of BorrowingBorrowing or a Notice of LC (together with the applicable LC Agreement), as the case may be; (b) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; and (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing and LC Agreement delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION 7.1 and SECTION 7.27.1, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and no LC Issuer will be obligated to issue, extend the expiry date of, renew, or increase the amount of any LC, as the case may be, unless on the date of such Borrowing or issuance, extension, renewal, or increase (and after giving effect thereto):), as the case may be: (a) Administrative Agent (and LC Issuer, if applicable) shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) the applicable LC Issuer shall have received the LC fees provided for in SECTION 5.5(b) hereof; (c) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurredrespects; (d) no Default or Potential Default shall have occurred and be continuingcontinuing or shall arise as a result of the requested Borrowing or LC; and (e) the funding of such Borrowings and issuance, extension, renewal, or increase of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent (or LC Issuers, as applicable) shall constitute the representation and warranty by Borrower to Administrative Agent that (or LC Issuers, as applicable) that, as of the Borrowing Date or the date of issuance of, extension of the expiry date of, or renewal or increase in the amount of the requested LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior written approval of Required LendersLenders (or as otherwise set forth in SECTIONS 2.2(c) or 2.3(b)), Lenders may fund any Borrowing Borrowing, and LC Issuers may issue, extend the expiry date of, renew, or increase any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition The obligation of the Lenders to make any Loan on the occasion of any Borrowing on or after the Effective Date is subject to the further conditions stated in SECTION 7.1 and SECTION 7.2precedent that, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless on the date of such Borrowing (and after giving effect thereto):Loan is made: (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the The representations and warranties of any Company or any Guarantor each Obligor set forth in this Agreement and in the other Loan Papers are Documents shall be true and correct in all material respects (except to the extent that (iqualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the representations and warranties speak date of such Borrowing, except to a specific date or (ii) the facts on which extent any such representations and warranties are based expressly limited to an earlier date, in which case, on and as of the date of such Borrowing, such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date. (b) The Administrative Agent and, if applicable, the applicable Swingline Lender, shall have been changed by transactions contemplated or permitted received (i) in the case of a Borrowing of Revolving Credit Loans, a Borrowing Request by the Loan Paperstime and on the Business Day specified in Section 2.02 and (ii) in the case of a Swingline Borrowing, a Swingline Borrowing Request as required by Section 2.03(b) by the time and on the Business Day specified in Section 2.03(b); . (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no No Default or Potential Event of Default shall have occurred and be continuing; (e) continuing or would result from the funding making of such Borrowings is permitted by Law; Loan. (fd) in With respect to any Borrowing after the event all or any part of Effective Date, the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all a certification of a Principal Financial Officer of WIL-Ireland (which may be contained in the applicable Borrowing Request or Swingline Borrowing Request) certifying that immediately after giving pro forma effect to such certificationsBorrowing, financial information(1) WIL-Ireland and its Subsidiaries, taken as a whole, will be Solvent, (2) WIL-Bermuda and projections its Subsidiaries, taken as Administrative Agent may reasonably request; a whole, will be Solvent and (g3) all matters related no Obligor or Material Subsidiary intends, as of such date, to (x) voluntarily commence a case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law, (y) make a general assignment for the benefit of creditors, or (z) apply for or consent to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, examiner, administrator, sequestrator or similar official of such Borrowing must be satisfactory to Required Lenders Obligor or Material Subsidiary or a substantial part of its assets, in each case of clauses (x), (y) and their respective counsel in their reasonable determination, and upon (z) within the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any next 10 Business Days. The acceptance of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice benefits of each Borrowing delivered to Administrative Agent shall constitute the a representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is each of the essence in respect of Obligors to each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement Lenders that each such condition precedent be all of the conditions specified in Section 5.02(a) and 5.02(c) have been satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writingof that time.

Conditions Precedent to Each Borrowing. In addition The obligation of the Lender to make the Loan on the occasion of a Borrowing after the Original Effective Date shall be subject to the conditions stated in SECTION 7.1 precedent that the Original Effective Date, the First Amendment and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless Restatement Effective Date and the Second Amendment and Restatement Effective Date shall have occurred and on the date of such Borrowing (and after giving effect thereto):the Borrowing: (a) Administrative Agent The following statements shall have timely received therefor a be true (and each of the giving of the Notice of Borrowing; Borrowing and the acceptance by the Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrower that on the date of the Borrowing such statements are true): (bi) all of the representations and warranties of any Company or any Guarantor set forth contained in the Section 4.01 and in each other Loan Papers Document are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based expressly relate to an earlier date in which case such representations and warranties shall have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent material respects on each earlier date); (ii) other than the Ontario Litigation, there shall exist no Adverse Proceeding that could be reasonably likely to have a Material Adverse Effect; and (iii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default. (b) The Collateral Agent (for the benefit of the Secured Parties) shall have obtained a valid and perfected first priority (other than Permitted Liens) lien on and security interest in this Agreement is material the Collateral and the Borrower shall have executed or authorized the Collateral Agent to execute, as applicable, and delivered UCC financing statements, and any other financing statements or other registrations or filings under any personal property security legislation of any other jurisdiction as may be reasonably required by the Administrative Agent, to the transactions contemplated Administrative Agent. (c) The Borrower shall have notified the Lender in this Agreement, writing as to the proposed Drawdown Date and time is shall have delivered to the Lender a duly executed Notice of Borrowing. (d) On or prior to the essence Drawdown Date in respect of each thereof. Subject Loan D, the Collateral Account shall contain Collateral with a sufficient aggregate Prevailing Market Value to cause the Actual LTV Ratio (i) with respect to the Loan outstanding prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed borrowing of Loan D to be less than or equal to 60% and (ii) after disbursement of Loan D to be less than or equal to 58.85% (which comprises a waiver weighted average of 60% (in respect of the requirement that each Loan of $50,000,000 prior to drawing of Loan D) and of 55% (in respect of Loan D in an amount of $15,000,000)). (e) The Lender shall have received the Promissory Note made and duly executed by the Borrower payable to the Lender in the amount of the Loan. (f) On or prior to the Drawdown Date in respect of Loan D, a sufficient amount of Bitcoin (BTC) at least equal to US$20,000,000 shall be held in the Unsecured Account on such condition precedent Drawdown Date. (g) The Borrower shall have paid all applicable and documented fees and expenses of the Lender and the Custodian for which invoices have been presented at least two Business Days prior to the applicable Drawdown Date or such later date to which the Borrower and the Lender may agree (including the fees, costs and expenses of legal counsel). (h) The Lender shall have received such other information, approvals, opinions or documents as the Lender may reasonably request. (i) No Blocking Event shall be satisfied as a prerequisite for any subsequent funding continuing or issuancewould result from the proposed Loan. (j) The Lender shall have received the results of lien searches with respect to the Borrower, unless Required Lenders specifically waive each such item in writingresults being satisfactory to the Lender.

Conditions Precedent to Each Borrowing. In addition The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions stated in SECTION 7.1 precedent that the Effective Date shall have occurred and SECTION 7.2, Lenders will not on the date of such Borrowing: (a) The following statements shall be obligated to fund true (as opposed to continue or convert) and each of the giving of the applicable Notice of Borrowing and the acceptance by any Borrowing, unless Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing (and after giving effect theretosuch statements are true): (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak contained in Section 4.01 (except the representation set forth in the last sentence of subsection (e) thereof) and, in the case of any Borrowing made to a specific date or Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of such date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (ii) no event has occurred and is continuing, or would result from such Borrowing or from the facts on which such representations application of the proceeds therefrom, that constitutes a Default, (iii) all governmental and warranties are based third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been changed obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, all applicable waiting periods in connection with the Acquisition shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated or permitted by hereby, and (iv) all conditions precedent to the Loan Papers); consummation of the Acquisition (c) no change in other than the financial condition or business payment of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of cash consideration from, among other sources, the proceeds of the initial Borrowing will hereunder) shall have been satisfied substantially in accordance with the terms of the Stock and Asset Purchase Agreement dated as of October 1, 2004 between UCB SA and the Company, as amended through February 8, 2005, without any waiver or amendment not consented to by the Required Lenders of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The Company's Public Debt Rating shall be used to finance a Distribution not lower than BBB- from S&P and not lower than Baa3 from Moody's. (c) The Agen▇ ▇▇▇▇▇ have received on or before the date of such Borrowing, in form and substance satisfactory to the extent permitted by SECTION 9.21Agent and in sufficient copies for each Lender, Administrative copies of the audited financial statements of the Surface Specialties business of UCB SA as at December 31, 2003 prepared in accordance with generally accepted accounting principles in Belgium; and (d) The Agent shall have received all such certificationsother approvals, financial information, and projections opinions or documents as Administrative any Lender through the Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions stated described in SECTION 7.1 clauses (c) and SECTION 7.2(d) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.03(c), Lenders will (e) or (f)) below need not be obligated satisfied if the proceeds of the Borrowing are used to fund (as opposed Revolving Loans or Delayed Drawdown Loans then owned by the Borrower or to continue settle trades committed to by the Borrower prior to the end of the Reinvestment Period or convert) any Borrowing, unless to fund the Revolving Reserve Account on or prior to the date of such Borrowing (and after giving effect thereto):Commitment Termination Date to the extent required under Section 8.04: (a) the Administrative Agent shall have timely received therefor a Notice of Borrowing; Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) all immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied, as demonstrated on the Borrowing Base Calculation Statement and attached to such Notice of Borrowing; (c) each of the representations and warranties of any Company or any Guarantor set forth the Borrower and the Collateral Manager contained in the Loan Papers are this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papersexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; ; (d) no Default or Potential Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; and (e) immediately after the funding making of such Borrowings Advance on the applicable Borrowing Date, each Portfolio Quality Test shall be satisfied, or if any such test is permitted by Law; (f) in the event all not satisfied, such test shall be maintained or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related improved after giving effect to such Borrowing must be satisfactory to Required Lenders Advance and their respective counsel in their reasonable determination, and upon the reasonable request any related purchase of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writingLoans.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION 7.1 and SECTION 7.2, Section 7.1: (a) Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received the LC fronting fees provided for in Section 5.4(b) hereof; (c) all of the representations and warranties of any Company or any Guarantor Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties which expressly refer to an earlier date, which are based have been changed by transactions contemplated or permitted by the Loan Paperstrue and correct in all material respects as of such earlier date); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings Borrowing and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that and Lenders that, as of the Borrowing Date or the date of issuance of the requested LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writingwriting with respect to such subsequent funding or issuance; and. (b) So long as any Loan Party is a "subsidiary of a registered holding company" and not a "holding company", a "public-utility company", an "investment company", or a "fiscal or financing agency" of a "holding company", "public utility company" or an "investment company" as such terms are used in or defined by PUHCA, the proceeds of the Borrowing will be used in accordance with Section 8.12(a)(ii) below; (c) Section 8.12, Government Regulations, of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

Conditions Precedent to Each Borrowing. In addition The obligation of the Lenders to make each Advance (including any such Advance in respect of the initial Borrowing) on each Borrowing Date shall be subject to the conditions stated in SECTION 7.1 and SECTION 7.2, Lenders will not be obligated fulfillment of the following conditions; provided that with respect to fund (as opposed to continue or convert) any Revolving Borrowing, unless on the date of such Borrowing Date shall occur prior to the end of the Revolving Period and (and after giving effect thereto):2) with respect to any Term Borrowing, such Borrowing Date shall occur prior to the Term Commitment Termination Date: (a) Administrative in the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.01 shall have been fully satisfied on or prior to the applicable Borrowing Date; (b) with respect to the initial Borrowing, evidence that the total Obligors on the applicable Borrowing Date are equal to or greater than fifteen (15); (c) in the case of the initial Borrowing hereunder, a certificate of a Responsible Officer of the Borrower, dated as of the Borrowing Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the Borrowing Date that the Concentration Limits are satisfied; (d) delivery of the Collateral (including any original promissory note, executed assignment agreements and electronic copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each Collateral Obligation) in accordance with Section 12.20 shall have been effected; (e) the Lenders and the Facility Agent shall have timely received therefor a Notice of Borrowing; Borrowing with respect to such Advance delivered in accordance with Section 2.02; (bf) all immediately after the making of such Advance on the applicable Borrowing Date, there is no Borrowing Base Deficiency; (g) immediately before and after the making of such Advance on the applicable Borrowing Date, the Interest Coverage Test shall be satisfied; (h) each of the representations and warranties of any Company or any Guarantor set forth the Borrower contained in this Agreement and the Loan Papers are other Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papersexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); ; (ci) no change in the financial condition or business Default, Event of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default Early Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (j) no Low Diversity Event has occurred and is continuing at the time of the making of such Advance or, if a Low Diversity Event has occurred and is continuing at the time of the making of such Advance, the Low Diversity Threshold is satisfied; (k) only in the case of an Advance used for other than purchasing a Collateral Obligation or funding the Revolving Reserve Account, no Low Diversity Event has occurred and is continuing; and (el) the funding provisions of such Borrowings is permitted by Law; (f) Section 10.02 have been or will be satisfied as of the date of purchase in the event all or connection with any part acquisition of additional Collateral Obligations with the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writingapplicable Advance.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION 7.1 and SECTION 7.27.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless and Administrative Agent will not be obligated to issue any LC, as the case may be, UNLESS on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (TOGETHER WITH the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in SECTION 5.5 hereof; (c) all of the representations and warranties of any Company or any Guarantor Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (cd) no change in the financial condition or business of Communications and its Restricted Subsidiaries, any Company Company, or any other Guarantor which could reasonably be expected to be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.219.20, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; (h) Administrative Agent shall have received, as requested, evidence that the Debt to be incurred as a result of such Borrowing has been incurred or entered into in compliance with the requirements of the Communications Bond Debt, any Exchange Debenture Indenture, and the Certificates of Designation for the Preferred Stock; and (gi) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date or the date of issuance of the LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION Section 7.1 and SECTION 7.2Section 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and no Issuing Lender will be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto):), as the case may be: (a) Administrative Agent or Issuing Lender (as applicable) shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in Section 5.4 hereof; (c) all of the representations and warranties of any Company or (or, in addition, with respect to any Guarantor Borrowing by any Unrestricted Borrower, such Unrestricted Borrower) set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent and Issuing Lenders (as applicable) shall constitute the representation and warranty by Borrower Borrowers to Administrative Funding Agent that and Issuing Lenders that, as of the Borrowing Date or the date of issuance of the LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Issuing Lenders may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions stated precedent that (i) the Agent shall have received a Notice of Borrowing with respect thereto in SECTION 7.1 accordance with Section 2.02 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convertii) any Borrowing, unless on the date of such Borrowing the following statements shall be true (and after each of the giving effect theretoof the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the The representations and warranties of any Company or any Guarantor the Borrower contained in Article IV (other than the representations set forth in the Loan Papers second sentence of Section 4.01(e) to the extent the proceeds of such Borrowing are true used to repay Commercial Paper) are correct on and correct in all material respects (as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default; (c) All conditions to the Acquisition other than the payment of the purchase price shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of each Lender; (d) Either (i) the representations and warranties speak to a specific date Acquisition shall have become effective in accordance with the terms of the Acquisition Agreement or (ii) to the facts on which extent that such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event Advance shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution finance, in part, the Acquisition Financing Requirements (to the extent permitted by SECTION 9.21that the Borrower does not issue Commercial Paper to finance the Acquisition), Administrative the Agent shall have received all an officer's certificate of the Borrower stating that the Borrower will proceed to consummate the Acquisition immediately upon the making of such certifications, financial information, and projections as Administrative Advance; and (e) The Borrower shall have delivered such other certificates or documents that the Agent may shall reasonably request; , in form and (g) all matters related to such Borrowing must be substance satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION 7.1 and SECTION 7.2Section 7.1, the Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and no Issuing Lender will be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) the Administrative Agent or an Issuing Lender (as applicable) shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) the Administrative Agent shall have received (as applicable) the LC fees provided for in Section 5.4 hereof; (c) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the . Each Borrowing will be used to finance a Distribution Notice and LC Request delivered to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections the Issuing Lenders (as Administrative Agent may reasonably request; and (gapplicable) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower the Borrowers to the Administrative Agent that and the Issuing Lenders that, as of the Borrowing Date or the date of issuance of the LC (as the case may be) the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of the Required Lenders, the Lenders may fund any Borrowing Borrowing, and the Issuing Lenders may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless the Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION 7.1 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Notice of BorrowingBorrowing or a Notice of LC (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in SECTION 5.3 and 5.4 hereof; (c) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (cd) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (gh) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing and LC Agreement delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing other than (a) below) shall be subject to the further conditions stated precedent that on the date of such Borrowing: (a) The Lenders shall have received a certificate duly executed by the Chief Executive Officer, Chief Financial Officer, or Treasurer of the Borrower, setting forth the amount of the Borrowing and certifying that such Borrowing is consistent with and permitted by the Budget. (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in SECTION 7.1 each Loan Document are true and SECTION 7.2, Lenders will not be obligated to fund (correct on and as opposed to continue or convert) any of the date of such Borrowing, unless before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a date other than the date of such Borrowing (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of in such cases the representations and warranties shall be true and correct as of such date); and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default. (c) The Lenders shall have received the timely delivery of the most recent Budget (including weekly reconciliations) to be delivered hereunder in form and substance satisfactory to the Lenders. (d) There shall have occurred no Material Adverse Change, with respect to any Company or any Guarantor set forth in Loan Party, since June 30, 2001, except for the Loan Papers are Parties having continued to operate at a loss consistent with operational losses experienced by the Loan Parties prior to June 30, 2001, and all information provided by the Borrower and the Guarantors to the Lenders prior to the date of such Borrowing shall be true and correct in all material respects respects. (except to the extent e) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) the representations and warranties speak could reasonably be expected to have a specific date Material Adverse Effect, or (ii) purports to materially adversely affect the facts on which such representations and warranties are based have been changed by legality, validity or enforceability of this Agreement, the Notes, the other Loan Documents, or the transactions contemplated or hereby and thereby. (f) The Lenders shall have determined that the Borrowing is consistent with and permitted by the Loan Papers); Budget. (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (eg) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent Lenders shall have received all such certificationsother approvals, financial information, and projections as Administrative Agent opinions or documents (including updated legal opinions) which any Lender may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTION SECTIONS 7.1 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless and Administrative Agent will not be obligated to issue any LC, as the case may be, UNLESS on the date of such Borrowing (and after giving effect thereto):giving (a) Administrative Agent shall have timely received therefor a Notice of BorrowingBorrowing or a Notice of LC (TOGETHER WITH the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in SECTIONS 5.3 AND 5.4; (c) all of the representations and warranties of any Company or any Guarantor Loan Party (and, if prior to the Second Capital Date, DCCLP) set forth in the Loan Papers are true and correct in all material respects (except EXCEPT to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (cd) no change in the financial condition condition, business operations, or business prospects of any Company or any Guarantor Loan Party (and, if prior to the Second Capital Date, DCCLP) which could be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings is and issuance of such LC, as the case may be, are permitted by Law; (fg) evidence satisfactory to Administrative Agent that such Borrowing may be made without violating the terms of the Senior Notes; (h) in the event all or any part of the proceeds of the Borrowing will be used to finance a loan, advance, or Distribution to Parent to the extent permitted by SECTION SECTIONS 9.20 or 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (gi) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing and LC Agreement delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless UNLESS Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions stated in SECTION 7.1 precedent that the Effective Date shall have occurred and SECTION 7.2, Lenders will not on the date of such Borrowing: (a) The following statements shall be obligated to fund true (as opposed to continue or convert) and each of the giving of the applicable Notice of Borrowing and the acceptance by any Borrowing, unless Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing (and after giving effect theretosuch statements are true): (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak contained in Section 4.01 (except the representation set forth in the last sentence of subsection (e) thereof) and, in the case of any Borrowing made to a specific date or Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of such date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (ii) no event has occurred and is continuing, or would result from such Borrowing or from the facts on which such representations application of the proceeds therefrom, that constitutes a Default, (iii) all governmental and warranties are based third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been changed obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, all applicable waiting periods in connection with the Acquisition shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated or permitted by hereby, and (iv) all conditions precedent to the Loan Papers); consummation of the Acquisition (c) no change in other than the financial condition or business payment of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of cash consideration from, among other sources, the proceeds of the initial Borrowing will hereunder) shall have been satisfied substantially in accordance with the terms of the Stock and Asset Purchase Agreement dated as of October 1, 2004 between UCB SA and the Company, as amended though February 8, 2005, without any waiver or amendment not consented to by the Required Lenders of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The Company's Public Debt Rating shall be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative not lower than BBB- from S&P and not lower than Baa3 from Moody's. (c) The Agent shall have received all on or before the da▇▇ ▇▇ ▇uch Borrowing, in form and substance satisfactory to the Agent and in sufficient copies for each Lender, copies of the audited financial statements of the Surface Specialties business of UCB SA as at December 31, 2003 prepared in accordance with generally accepted accounting principles in Belgium; and (d) The Agent shall have received such certificationsother approvals, financial information, and projections opinions or documents as Administrative any Lender through the Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.