Common use of Effectiveness of Commitments Clause in Contracts

Effectiveness of Commitments. The obligations of each Lender to make any extension of credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, a favorable written opinion of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (e) [Reserved]. (f) [Reserved]. (g) [Reserved]. (h) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. (k) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered to the Administrative Agent a supplement to the First Lien Intercreditor Agreement in the form of Annex II thereto.

Effectiveness of Commitments. The obligations of each Lender to make any extension of credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement., which, in each case and with respect to the Lenders, may be in the form of a Lender Addendum to this Agreement (the “ Lender Addendum ”) (b) The Administrative Agent shall have received, on behalf of itself and itself, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) Skadden▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b)) , in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (e) [Reserved]. (f) [Reserved]. (g) [Reserved]. (h) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. (k) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered to the Administrative Agent a supplement to the First Lien Intercreditor Agreement in the form of Annex II thereto.

Effectiveness of Commitments. The obligations of each This Agreement shall not become effective, nor shall any Lender be required to make any extension Credit Extension hereunder, unless all legal matters incident to the making of credit hereunder the initial Credit Extension shall not become effective until be satisfactory to the date Lenders and their counsel and on which each of or before July 31, 2013 the following conditions is precedent have been satisfied or waived by the Required Lenders and the Borrower has furnished to the Agent with sufficient copies for the Lenders: 4.1.1 Copies of the articles or certificate of incorporation (or waived the equivalent thereof) of each Loan Party, in accordance each case, together with Section 10.08):all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of organization. 4.1.2 Copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of each Loan Party, in each case, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Loan Party is a party. 4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary (or the equivalent thereof) of each Loan Party which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Loan Party authorized to sign the Loan Documents to which it is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party. 4.1.4 A certificate reasonably acceptable to the Agent, signed by the Vice President and Treasurer of USI, stating that on the initial Credit Extension Date (a) The Administrative no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct in all material respects as of such date and (c) except as disclosed in the Identified Disclosure Documents, no material adverse change in the business, financial condition, operations or properties of USI and its Subsidiaries, taken as a whole, has occurred since December 31, 2012. 4.1.5 Evidence reasonably acceptable to the Agent (or its counsel) that governmental and third party approvals necessary in connection with the transactions contemplated hereby and the continuing operations of USI shall have received from each party hereto either been obtained and are in full force and effect. (i) a counterpart Audited consolidated financial statements of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or Borrower for the fiscal years ended December 31, 2011 and December 31, 2012 (ii) written evidence unaudited interim consolidated financial statements of the Borrower for the quarterly period ended March 31, 2013 and (iii) reasonably satisfactory to the Administrative financial projections through and including USI’s 2017 fiscal year, together with such information as Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Dateshall reasonably request (including, without limitation, a favorable written opinion detailed description of (i) Skaddenthe assumptions used in preparing such projections). 4.1.7 An initial compliance certificate, Arpsdated as of the Restatement Effective Date and reflecting calculations as of March 31, Slate2013, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for in substantially the form of Exhibit C hereto. 4.1.8 Written opinions of the Loan Parties’ counsel (other than Colorado, Ohio and Oklahoma counsel), in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent Lenders. 4.1.9 Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender or its registered assigns. 4.1.10 A certificate of value, solvency and the Lenders and (C) other appropriate factual information in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to Arrangers from the Loan Documents as the Administrative Agent shall reasonably request. chief financial officer or treasurer of USI (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such USI and its Subsidiaries) in his or her representative capacity supporting the conclusions that as of the initial Credit Extension Date, USI and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Loan Party; andDocuments. (iii) a certificate of a director or another officer as 4.1.11 Evidence satisfactory to the incumbency Agent that the Borrower has paid to the Agent and specimen signature the Arrangers the fees agreed to in each of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) abovetheir respective fee letters dated May 29, 2013. (d) The elements of 4.1.12 Liens creating a first priority security interest in the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and perfected on the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the LoansRestatement Effective Date. (e) [Reserved]. (f) [Reserved]. (g) [Reserved]. (h) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. (i) The Agents shall have received all fees payable thereto or to 4.1.13 Such other documents as any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Dateits counsel may have reasonably requested, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereofthose documents set forth in Exhibit D hereto. (k) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered to the Administrative Agent a supplement to the First Lien Intercreditor Agreement in the form of Annex II thereto.

Effectiveness of Commitments. The obligations of each Lender to make any extension of credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) Agent or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, a favorable written opinion of (i) Skadden▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (e) [Reserved]. (f) [Reserved]. (g) [Reserved]. (h) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. (k) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered to the Administrative Agent a supplement to the First Lien Intercreditor Agreement in the form of Annex II thereto.

Effectiveness of Commitments. The obligations of each Lender to make any extension of credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement., which, in each case and with respect to the Lenders, may be in the form of a Lender Addendum to this Agreement (the “Lender Addendum”) (b) The Administrative Agent shall have received, on behalf of itself and itself, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (ei) [Reserved]The “Revolving Facility Commitments” under the Previous Credit Agreement shall have been replaced with the Revolving Facility Commitments hereunder, and the Existing Revolving Loans and Existing Term Loans under the Previous Credit Agreement that are not Loans hereunder on the Closing Date pursuant to Section 2.01 shall have been prepaid (together with interest thereon). (f) [Reserved]. (g) [Reserved]. (h) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. (k) The Administrative Agent Either (i) the Lenders executing and delivering this Agreement (including by signing a Lender Addendum) shall constitute “Required Lenders” under and as defined in the Previous Credit Agreement or (ii) the “Required Lenders” under and as defined in the Previous Credit Agreement shall have received, on behalf of itself separately consented (including by signing a Lender Addendum) to amend and restate the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered to the Administrative Agent a supplement to the First Lien Intercreditor Previous Credit Agreement in the form of Annex II theretoits entirety to read as set forth in this Agreement.

Effectiveness of Commitments. The obligations of each Lender to make any extension of credit hereunder shall not become effective until On the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08):Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.. Amended and Restated Revolving Credit Agreement (b) The Administrative Agent shall have received, on behalf of itself and the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) SkaddenWachtell, ArpsLipton, Slate, ▇▇▇▇▇▇▇ Rosen & ▇▇▇▇ LLPKatz, special counsel for the Loan PartiesParti▇▇, ▇n f▇▇▇ and substance reasonably satisfactory to the Administrative Agent, (ii) Jeff Thompson, in-house counsel for certain of t▇▇ ▇▇▇▇ ▇▇▇▇▇es, in form and substance reasonably satisfactory to the Administrative Agent Agent, and (iiiii) local Gail Lehman, in-house counsel for certain of the ▇▇▇▇ ▇▇▇▇▇es, in form and substance reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b)Agent, in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii), (iv) and (iiiv) below: (i) only if such document or item shall have changed since September 20, 2006 in respect of Berry and any Loan Party that was a subsidiary o▇ ▇▇▇ry Holdings immediately prior to Closing Date, ▇▇ May 18, 2006 in respect of Covalence Holdings or any Loan Party that was a subsidiary of Covalence Holdings immediately prior to the Closing Date, a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) (1) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below,, or (2) that the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party, as in effect on the Closing Date, have not been modified, rescinded or amended since September 20, 2006 in respect of Berry and any Loan Party that was a subsidiary o▇ ▇▇▇ry Holdings immediately prior to Closing Date, ▇▇ May 18, 2006 in respect of Covalence Holdings or any Loan Party that was a subsidiary of Covalence Holdings immediately prior to the Closing Date, Amended and Restated Revolving Credit Agreement (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; , and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; (iv) a calculation of the Borrowing Base as of the Closing Date in the form of Schedule 4.02 reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (other than in the case of any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of stock certificates and the security agreement giving rise to the security interest therein) that is not provided on the Closing Date after the Company’s use of commercially reasonable efforts to do so, which such security interest or deliverable shall be delivered within the time periods specified with respect thereto in Schedule 4.02(d)), and the Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of the BorrowerCompany, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (e) [Reserved]The Business Combination shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Amended and Restated Revolving Credit Agreement Agreement in accordance with the terms and conditions of the Business Combination as set forth in the Merger Documents, without material amendment, supplement, modification or waiver thereof which is materially adverse to the Lenders without the prior written consent of the Joint Lead Arrangers. (f) [Reserved]The Lenders shall have received the financial statements referred to in Section 3.05. (g) [Reserved]On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have outstanding no Indebtedness and the Borrowers and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Senior Subordinated Notes, (iii) the Second Lien Notes, (iv) the Term Loans, and (v) other Indebtedness permitted pursuant to Section 6.01. (h) The Lenders shall have received a solvency certificate substantially in the form and substance reasonably satisfactory to the Administrative Agent of Exhibit B and signed by the Chief Financial Officer of the BorrowerCompany confirming the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Shearman & ▇▇▇▇▇▇▇▇ LLPSterling LLP and local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Each of (i) the Collateral Agreement, (ii) the Senior Lender Intercreditor Agreement, (iii) Intercreditor Agreement and (iv) the Term Loan Credit Agreement shall have been executed and delivered by the respective parties thereto and shall have become effective, and the Administrative Agent shall have received all documentation evidence satisfactory to it of such execution and delivery and effectiveness. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other information matter required thereunder to be consented to or approved by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, or acceptable or satisfactory to the USA PATRIOT Act, requested not less than five business days Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the date hereof. (k) The Administrative Agent Closing Date specifying its objection thereto and such Lender shall not have received, on behalf of itself and the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered made available to the Administrative Agent a supplement to such Lender’s ratable portion of the First Lien Intercreditor Agreement in the form of Annex II theretoinitial Borrowing.

Effectiveness of Commitments. The obligations of each Lender to make any extension of credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement., which, in each case and with respect to the Lenders, may be in the form of a Lender Addendum to this Agreement (the “Lender Addendum”) (b) The Administrative Agent shall have received, on behalf of itself and itself, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (ei) [Reserved]The “Revolving Facility Commitments” under the Previous Credit Agreement shall have been replaced with the Revolving Facility Commitments hereunder, and the Existing Revolving Loans and Existing Term Loans under the Previous Credit Agreement that are not Loans hereunder on the Closing Date pursuant to Section 2.01 shall have been prepaid (together with interest thereon). (f) [Reserved]. (g) [Reserved]. (h) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. (k) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered to the Administrative Agent a supplement to the First Lien Intercreditor Agreement in the form of Annex II thereto.

Effectiveness of Commitments. The obligations of each Lender to make any extension of credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) Agent or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, a favorable written opinion of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (e) [Reserved]. (f) [Reserved]. (g) [Reserved]. (h) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket out‑of‑pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. (k) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered to the Administrative Agent a supplement to the First Lien Intercreditor Agreement in the form of Annex II thereto.

Effectiveness of Commitments. The obligations of each Lender to make any extension Loan hereunder or of credit hereunder any Issuing Bank to issue any Letters of Credit shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.089.08 hereof): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and itself, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) SkaddenWachtell, ArpsLipton, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent Agent, and (ii) local ▇▇▇▇ ▇▇▇▇▇▇, in-house counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b)Agent, in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party either (1) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying that each of the items referred to in clauses (i), (ii) and (iii) belowbelow are in full force and effect and have not changed since the date of delivery of such documents on the Existing Agreement Date or, (2) if such documents have changed since the Existing Agreement Date or were not delivered to the Administrative Agent on the Existing Agreement Date: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that (1) attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowbelow or (2) the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party, as in effect on the Existing Agreement Date, have not been modified, rescinded or amended since the Existing Agreement Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; , and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; (iv) a calculation of the Borrowing Base as of the Closing Date in the form of Schedule 4.02 reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Closing Date and signed by a Responsible Officer of the BorrowerCompany, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (e) [Reserved]The Lenders shall have received the financial statements referred to in Section 3.05 and the Company’s unaudited financial statements for the quarter ending March 31, 2006. (f) [Reserved]On the Closing Date, after giving effect to the Refinancings and the other transactions contemplated hereby, Holdings shall have outstanding no Indebtedness and the Borrowers and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Senior Subordinated Notes, (iii) the Second Lien Obligations, (iv) the Term Loans, and (v) other Indebtedness permitted pursuant to Section 6.01. (g) [Reserved]. (h) The Lenders shall have received a solvency certificate substantially in the form and substance reasonably satisfactory to the Administrative Agent of Exhibit B and signed by the Chief Financial Officer of the BorrowerCompany confirming the solvency of Borrowers and their Subsidiaries on a consolidated basis after giving effect to the Refinancing on the Closing Date. (ih) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Shearman & ▇▇▇▇▇▇▇▇ LLPSterling LLP and local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (ji) The Each of (i) the Collateral Agreement, (ii) the Senior Lender Intercreditor Agreement, (iii) the Intercreditor Agreement, and (iv) the Term Loan Credit Agreement shall have been executed and delivered by the respective parties thereto and shall have become effective, and the Administrative Agent shall have received all documentation evidence satisfactory to it of such execution and other information required by regulatory authorities under applicable “know your customer” delivery and anti-money laundering rules and regulationseffectiveness. (j) Simultaneously with the initial extension of Revolving Loans, including without limitationSwingline Loans and/or Letters of Credit hereunder, the USA PATRIOT ActBorrowers shall have repaid all of the Indebtedness under the Existing Credit Agreement with respect to revolving credit loans, requested not less than five business days prior to swing line loans and letters of credit, and the date hereofcommitments of the lenders thereunder shall have been terminated. (k) The Administrative Agent Each lender under the Existing Credit Agreement shall have receivedbeen reimbursed any and all losses, on behalf of itself expenses and other amounts to which such lender is entitled pursuant to the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Existing Credit Agreement, and a representative which were invoiced at least two Business Days prior to the Closing Date (without prejudice to the rights of such parties to such amounts under the terms of the holders Existing Credit Agreement). For purposes of such Indebtedness and determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other parties thereto matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have delivered received notice from such Lender prior to the Closing Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent a supplement to such Lender’s ratable portion of the First Lien Intercreditor Agreement in the form of Annex II theretoinitial Borrowing.

Effectiveness of Commitments. The obligations of each Lender to make any extension of credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and itself, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) Skadden, Arps, Slate, Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (other than in the case of any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than (i) the pledge and perfection of the security interests in the Equity Interests of the Borrower and each Subsidiary described in clause (b) of the definition of “Collateral and Guarantee Requirement” and (ii) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement) that is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, which such security interest or deliverable shall be delivered within the time periods specified with respect thereto in Schedule 4.02(d)) and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loans. (e) [Reserved]The Merger shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the terms and conditions of the Merger as set forth in the Merger Documents, without material amendment, supplement, modification or waiver thereof by the Borrower which is materially adverse to the Lenders without the prior written consent of the Administrative Agent. (f) [Reserved]The Equity Financing shall have been consummated. (g) [Reserved]The Lenders shall have received the pro forma balance sheet referred to in Section 3.05(a)(i), and the related pro forma income statement referred to in Section 3.05(a)(ii). (h) The Lenders shall have received either (i) a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the BorrowerBorrower or (ii) a solvency opinion in form and substance reasonably satisfactory to the Administrative Agent from an independent investment bank or valuation firm reasonably acceptable to the Administrative Agent, in each case confirming the solvency of Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (i) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. (k) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto shall have delivered to the Administrative Agent a supplement to the First Lien Intercreditor Agreement in the form of Annex II thereto.

Effectiveness of Commitments. The obligations of each Lender to make any extension Loan hereunder or of credit hereunder any Issuing Bank to issue any Letters of Credit shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.089.08 hereof): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party in form satisfactory to the Administrative Agent) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and itself, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of (i) SkaddenWachtell, ArpsLipton, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇, special counsel for the Loan Parties, in form and substance reasonably satisfactory to (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., in-house counsel for the Administrative Agent Loan Parties, and (iiiii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iiiiv) below: (i) a copy of the certificate or articles of incorporationincorporation (or articles of association together with a commercial register extract in relation to Loan Parties organized under the laws of Germany and other comparable documents relative to other Foreign Loan Parties), certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporationLoan Party that is a corporation or limited liability company, certified as of a recent date by the Secretary of State (or other similar official, to the extent applicable in the relevant jurisdiction) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official, if applicable) or (B) in the case of a partnership or limited liability companyLoan Party that is a partnership, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; and; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including tax identification numbers and addresses). (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (provided that, in the case of any security interest in the Collateral or any deliverable related to the perfection of security interests in the Collateral (other than Equity Interests held by any Loan Party and any assets the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of the security agreement giving rise to the security interest therein) that is not provided on the Closing Date after the use by the Loan Parties of commercially reasonable efforts to do so, such security interest or deliverable shall be delivered within the time periods specified with respect thereto in Schedule 4.02(d)) and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the BorrowerIntermediate Holdings, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or should be released upon the funding of the Loansreleased. (e) [Reserved]The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the closing under this Agreement, in accordance with the terms of the Acquisition Agreement, all exhibits and schedules to the Acquisition Agreement (including all exhibits to such schedules), the Tax Matters Agreement (as defined in the Acquisition Agreement) and all JV Partner Agreements (as defined in the Acquisition Agreement) as most recently provided to the Administrative Agent and the Co-Lead Arrangers by e-mail from Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ prior to 9:00 p.m. on September 13, 2006, without giving effect to any amendments, modifications or waivers thereto that are materially adverse to the interests of the Lenders and not approved by the Arranger (which approval shall not be unreasonably withheld or delayed). (f) [Reserved]After giving effect to the Closing Date Transactions, (i) Holdings, Intermediate Holdings and its Subsidiaries shall have no outstanding indebtedness or preferred equity interests that are issued and outstanding other than (A) the loans and other extensions of credit hereunder, (B) the Senior Unsecured Notes and Senior Subordinated Notes, (C) the Holdings PIK Note, (D) preferred stock issued by Holdings to the Sponsor and the Management Group in connection with the Equity Contribution, if any (the “Investor Preferred Stock”), (E) the UBS Preferred Stock, (F) indebtedness consisting of amounts owed or payable by a Business Subsidiary to GCF pursuant to the Accounts Payable Accelerated Payment Program (each capitalized term used in this clause (F) having the respective meaning assigned thereto in the Acquisition Agreement or schedules thereto) in an aggregate principal amount not to exceed $42,000,000 and (G) Indebtedness permitted pursuant to Section 6.01 of this Agreement and (ii) none of the Borrowers shall have any outstanding Equity Interests (or securities convertible into or exchangeable for Equity Interests) other than common stock owned directly or indirectly by Intermediate Holdings. (g) [Reserved]The Lenders shall have received the financial statements referred to in Section 3.05. (h) Intermediate Holdings and its Subsidiaries shall have received, or substantially simultaneously with the closing under this Agreement shall have received, not less than an aggregate of $1,565,000,000 and €275,000,000 in gross cash proceeds from the issuance of the Senior Unsecured Notes and the Senior Subordinated Notes. (i) The Equity Contribution shall have been made and Holdings shall have received proceeds from the Equity Contribution in an aggregate amount that, together with the aggregate principal amount of the Holdings PIK Note, is equal to at least 21.0% of the Enterprise Value of Holdings, of which $453.15 million shall have been made in the form of a cash contribution of common equity. (j) The Lenders shall have received a solvency certificate substantially in the form and substance reasonably satisfactory to the Administrative Agent of Exhibit B and signed by the Chief Financial Officer of Holdings confirming the Borrowersolvency of Holdings, Intermediate Holdings and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Transactions. (ik) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇Cravath, Swaine & ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP and local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (jl) The Administrative Agent shall have received all insurance certificates satisfying the requirements of Section 5.02 of this Agreement. The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days Business Days prior to the date hereof. (k) The Closing Date. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received, on behalf of itself and the Lenders on received notice from such Lender prior to the Closing Date, Date specifying its objection thereto and such documentation reasonably requested by it to evidence that the Obligations are designated “First Lien Senior Priority Obligations” under the First Lien Intercreditor Agreement, and a representative of the holders of such Indebtedness and the other parties thereto Lender shall not have delivered made available to the Administrative Agent a supplement to such Lender’s ratable portion of the First Lien Intercreditor Agreement in the form of Annex II theretoinitial Borrowing.