Common use of Initial Credit Event Clause in Contracts

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells, German counsel to ▇▇▇▇▇ ▇▇▇▇ LaSalle GmbH; (c) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d) hereof; (i) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and (k) The Administrative Agent and each Bank shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 2010, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank and shall include a summary of all assumptions made in preparing such business plan.

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent, and each BankLender; (b) The Administrative Agent shall have received for each Bank Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells▇▇▇▇▇ Lovells International LLP, German counsel to ▇▇▇▇▇ ▇▇▇▇ Lang LaSalle GmbH; (c) The Administrative Agent shall have received for each Bank Lender copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' ’ resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any BankLender, such Bank's Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d1.11(d) hereof; (i) The Administrative Agent shall have received for each Bank a list of the Borrower's ’s Authorized Representatives; (j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; andLenders; (k) The Administrative Agent and each Bank Lender shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 20102015, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter an annual basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank Lender and shall include a summary of all assumptions made in preparing such business plan; (l) The Term Loan Agreement dated as of July 2, 2008 among the Borrower, the Parent, the other Guarantors party thereto, the banks party thereto and Bank of Montreal, as Administrative Agent, shall have terminated (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the first Credit Event; and (m) The Amended and Restated Multicurrency Credit Agreement dated as of June 6, 2007 (the “Existing Credit Agreement”) among the Borrower, the Parent, the other Guarantors party thereto, the banks party thereto and Bank of Montreal, as Administrative Agent, shall have terminated (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the first Credit Event. Each Lender that is also a “Bank” under the Existing Credit Agreement, by its execution hereof, hereby waives any requirement under Section 1.13(a) of the Existing Credit Agreement that the Borrower give prior notice of the termination of the “Revolving Credit Commitments” thereunder, and agrees that such notice may be given on the same day as such termination is to be effective. In addition, such Lenders and the Borrower agree that the Existing Credit Agreement shall terminate (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall be due and payable on the Effective Date.

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and GuarantorsGuarantors substantially in the form of Exhibit C-1 hereto, (ii) Loyens & Loeff, Dutch counsel to the Borrower, Borrower substantially in the form of Exhibit C-2 hereto and (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ and May, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells, German counsel to ▇▇▇▇▇ ▇▇▇▇ LaSalle GmbHLimited; (cb) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (dc) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each GuarantorGuarantor that is a corporation, certified in each instance by its secretary or an assistant secretary (or its equivalent); (ed) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (fe) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (hf) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d1.11(d) hereof; (ig) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (jh) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and; (ki) The Administrative Agent and each Bank shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 20102005, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank and shall include a summary of all assumptions made in preparing such business plan; and (j) The Multicurrency Credit Agreement dated as of September 21, 2001 among the Borrower, the Guarantors party thereto, the Banks party thereto and ▇▇▇▇▇▇ Trust and Savings Bank, as Administrative Agent shall have been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of such initial Credit Event.

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and GuarantorsGuarantors substantially in the form of Exhibit C-1 hereto, (ii) Loyens & Loeff, Dutch counsel to the Borrower, Borrower substantially in the form of Exhibit C-2 hereto and (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ and May, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells, German counsel to ▇▇▇▇▇ ▇▇▇▇ LaSalle GmbHLimited; (cb) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (dc) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each GuarantorGuarantor that is a corporation, certified in each instance by its secretary or an assistant secretary (or its equivalent); (ed) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (fe) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (hf) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d1.11(d) hereof; (ig) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (jh) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and (ki) The Second Amended and Restated Multicurrency Credit Agreement dated as of July 26, 2000 among the Borrower, the Guarantors party thereto, the Banks party thereto and ▇▇▇▇▇▇ Trust and Savings Bank, as Administrative Agent and each Bank shall have received for each fiscal year been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the Parent through the fiscal year ending December 31, 2010, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank and shall include a summary of all assumptions made in preparing such business planinitial Credit Event.

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, Borrower and (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells, German counsel to ▇▇▇▇▇ ▇▇▇▇ LaSalle GmbH; (c) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d) hereof; (i) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and (k) The Administrative Agent and each Bank shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 2010, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank and shall include a summary of all assumptions made in preparing such business plan.

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent, and each BankLender; (b) The Administrative Agent shall have received for each Bank Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells▇▇▇▇▇ Lovells International LLP, German counsel to ▇▇▇▇▇ ▇▇▇▇ Lang LaSalle GmbH; (c) The Administrative Agent shall have received for each Bank Lender copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower’s and each Guarantor, of its ’s board of directors' ’ resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any BankLender, such Bank's Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d1.11(d) hereof; (i) The Administrative Agent shall have received for each Bank a list of the Borrower's ’s Authorized Representatives; (j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; andLenders; (k) The Administrative Agent and each Bank Lender shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 20102020, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter an annual basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank Lender and shall include a summary of all assumptions made in preparing such business plan; and (l) The Administrative Agent and each Lender shall have received, sufficiently in advance of the Effective Date, all documentation and other information required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agenteach Terminating Bank, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) Mark J. Ohringer, Esquire, Global General Counsel to the Borro▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantorsrs, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) Baker & McKenzie, English counsel to Jones Lang LaSalle Limite▇, ▇▇d (▇▇) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovellslls, German counsel to ▇▇▇▇t▇ ▇▇▇▇ es Lang LaSalle GmbH; (c) The Administrative Agent shall have ▇▇▇▇l ▇▇▇e received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d1.11(d) hereof; (i) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and; (k) The Administrative Agent and each Bank shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 2010, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank and shall include a summary of all assumptions made in preparing such business plan; and (l) The Amended and Restated Multicurrency Credit Agreement dated as of April 13, 2004 among the Borrower, the Guarantors party thereto, the Banks party thereto and Harris Trust and Savings Bank, as Administrative Agent shall h▇▇▇ ▇▇en terminated and all amounts payable thereunder shall have been paid with the proceeds of such initial Credit Event. Each Bank that is also a lender under the credit agreement referenced in clause (l), by its execution hereof, hereby waives any requirement under such agreement that the Borrower give prior notice of the termination of the commitments thereunder, and agrees that such notice may be given on the same day as such termination is to be effective. In addition, as such Banks constitute the "Required Banks" under such credit agreement, such Banks and the Borrower agree that such credit agreement shall terminate and all amounts payable thereunder shall be due and payable on the date hereof.

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agenteach Departing Bank, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells, German counsel to ▇▇▇▇▇ ▇▇▇▇ LaSalle GmbH; (c) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d1.11(d) hereof; (i) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and (k) The Administrative Agent and each Bank shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 2010, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank and shall include a summary of all assumptions made in preparing such business plan.

Initial Credit Event. Before or concurrently with On the first Credit EventClosing Date: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrowerreceived, each Guarantoron behalf of itself, the Administrative AgentLenders and the Issuing Bank, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion opinions of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, EsquireEsq., Deputy Global General Counsel of the Company, substantially to the Borrower and Guarantorseffect set forth in Exhibit H-1, (ii) Loyens & Loeff▇▇▇▇, Dutch counsel to the BorrowerWeiss, (iii) Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English special counsel for the Company and the Subsidiaries, substantially to ▇▇▇▇▇ Lang LaSalle Limitedthe effect set forth in Exhibit H-2, (iii) local counsel for the Company and the Subsidiaries satisfactory to the Administrative Agent in each jurisdiction where any Mortgaged Property is located, substantially to the effect set forth in Exhibit H-3 and (iv) Lovells, German counsel to ▇▇▇▇▇▇ ▇. ▇▇▇ LaSalle GmbH;▇▇▇▇, Esq., General Counsel of Spice, substantially to the effect set forth in Exhibit H-4, in each case dated the Closing Date, addressed to the Administrative Agent, the Lenders and the Issuing Bank and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Company hereby requests such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable official of the state or other jurisdiction of its organization, and, except with respect to jurisdictions that do not issue such certificates for persons organized in the manner of such Loan Party, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State or other official; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws 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 of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Company and PHI, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished 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; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received for each Bank copies a certificate, dated the Closing Date and signed by a Financial Officer of the notarial deed of incorporation Company, confirming compliance with the conditions precedent set forth in paragraphs (including the articles of associationb) and (c) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower;Section 4.01. (d) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) Each of the Spice Acquisition and the Playboy Merger shall have been, or shall substantially simultaneously with the initial Credit Event be, consummated in accordance with the Merger Agreement and applicable law, without any amendment to or waiver of any material terms or conditions of the Merger Agreement not approved by the Lenders, and arrangements reasonably satisfactory to the Administrative Agent shall have been made for the completion of the Stock Transfer on the Transfer Date, as required by Section 5.11. The Lenders and the Issuing Bank shall have received executed copies of the Certificate Merger Agreement and all certificates, opinions and other documents delivered in connection therewith, all certified by a Financial Officer as complete and correct. (f) The Collateral Requirement shall be satisfied. (g) The Collateral Agent shall have received the results of Incorporation and bylaws a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the states (or other jurisdictions) in which the chief executive office of each Guarantorsuch person is located, certified any offices of such persons in which records have been kept relating to accounts receivable and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to clause (b) of the definition of "Collateral Requirement", together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) are permitted under Section 6.02 or have been released. (h) The Collateral Agent shall have received a Perfection Certificate dated the Closing Date and duly executed by a Responsible Officer of the Company. (i) The Guarantee Requirement shall be satisfied. (j) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated in connection therewith to the extent required, in each instance case to the extent failure to obtain such approvals or consents could, individually or in the aggregate, result in a Material Adverse Effect or could materially and adversely affect the rights or interests of the Lenders, the Administrative Agent or the Issuing Bank, and there shall be no action by its secretary any Governmental Authority, actual or an assistant secretary (threatened, that has a reasonable likelihood of restraining, preventing or its equivalent);imposing burdensome conditions on the Transactions or the other transactions contemplated in connection therewith. (ek) The Administrative Agent shall have received copiespro forma computations satisfactory to it indicating that the Consolidated Adjusted EBITDA for the twelve months ended September 30, certified by 1998, giving pro forma effect to the secretary or assistant secretary Closing Date Transactions as if they had occurred at the beginning of such period, shall have been not less than $24,800,000. (or its equivalentl) The terms on which the Closing Date Transactions shall have been completed and the capitalization (including Indebtedness) of each Guarantor, of its board of directors' resolutions the Company and the Subsidiaries after giving effect to the Closing Date Transactions shall be consistent in all material respects with the pro forma financial statements and projections provided to the Lenders prior to the date hereof. (or its equivalentm) authorizing the execution The assets and obligations of the Credit Documents "Playboy Online" business shall have been contributed to which it is a party;Playboy Online. (fn) The Administrative Agent shall have received certificatesa copy of, executed or a certificate as to coverage under, the insurance policies required by applicable provisions of the secretary or assistant secretary Security Documents, each of each Guarantor, which shall identify by be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and title and bear substance reasonably satisfactory to the signature of the partners or officers authorized to sign the Credit Documents to which it is a party;Administrative Agent. (go) The Scheduled Playboy Indebtedness and the Scheduled Spice Indebtedness shall have been or shall simultaneously be repaid in full, all agreements and instruments evidencing or governing such Indebtedness and all lending or other commitments thereunder shall have been terminated and all Liens securing such Indebtedness shall have been released, and the Administrative Agent shall have received copies of the certificates of good standing (such evidence as it shall reasonably have requested as to the extent relevant) for each Guarantor (dated no earlier than 30 days prior satisfaction of such conditions. After giving effect to the date hereofClosing Date Transactions, neither the Company nor any Restricted Subsidiary shall have outstanding any Indebtedness or preferred stock (or similar Equity Interests) from the office of the secretary of the state of its incorporation or organization;other than as set forth in Schedule 6.01. (hp) The Administrative Agent shall have received to If requested, the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d) hereof; (i) The Administrative Agent shall have received for each Bank Lender a list of the Borrower's Authorized Representatives; (j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and (k) The Administrative Agent and each Bank shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 2010, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets statement on a quarter-by-quarter basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank and shall include a summary of all assumptions made in preparing such business plan.Federal Reserve Form U-1 demonstrating compliance with Regulation U.

Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Administrative Agenteach Terminating Bank, and each Bank; (b) The Administrative Agent shall have received for each Bank in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Deputy Global General Counsel to the Borrower and Guarantors, substantially in the form of Exhibit C-1 hereto, (ii) Loyens & Loeff, Dutch counsel to the Borrower, substantially in the form of Exhibit C-2 hereto and (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) Lovells, German counsel to ▇▇▇▇▇ ▇▇▇▇ LaSalle GmbHsubstantially in the form of Exhibit C-3 hereto; (c) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.9(d1.11(d) hereof; (ih) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (ji) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and (kj) The Administrative Agent and each Bank shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 20102007, a business plan showing in reasonable detail projected operating budgets, consolidated and consolidating revenues, expenses, and balance sheets on a quarter-by-quarter basis, such business plan to be in form and substance satisfactory to the Administrative Agent and each Bank and shall include a summary of all assumptions made in preparing such business plan.