Common use of Initial Loans Clause in Contracts

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have (a) paid all fees required to be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092015, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Credit Agreement dated April 7, 2014 (the “Existing 2014 Credit Agreement”) among inter ▇▇▇▇ ▇▇▇▇▇▇, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as global administrative agent, making conforming changes to the Existing 2014 Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing, maturity and borrowers and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, Agent such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), ) and (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (32), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives (A) any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof and (B) the payment of any amounts under Section 3.4 of the Existing Credit Agreement in connection with the termination thereof.

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092007, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have (a) paid all fees required to be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding and HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (42) satisfactory unaudited interim consolidated financial statement projections statements of (A) Harley (on a Consolidated basis), (B) Harley (excluding and HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal yearquarter ended March 31, together with key underlying assumptions in reasonable detail 2008 and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit AgreementAgreements, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under any of the Existing Credit Agreement Agreements hereby waives any requirement of five (5) Business Days notice by the “BorrowersBorrower(s)” under the such Existing Credit Agreement Agreement(s) prior to the reduction of the commitments thereunder and the termination thereof.

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092013, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Existing Multicurrency Credit Agreement making certain conforming changes to the Existing Multicurrency Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing and maturity and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, Agent such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), ) and (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (32), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness 41 under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092010, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Existing 3-Year Credit Agreement making certain conforming changes to the Existing 3-Year Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 2011 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Initial Loans. This Agreement shall not become effective nor shall The obligation of Lender to fund the Lenders be required Term Loans, to make fund the initial Loans unless Revolving Loan, and to issue or cause to be issued the initial Letter of Credit, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent: (i) since December 31Lender shall have received each of the agreements, 2009opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as Schedule 17(a) (the “Closing Document List”) in each case in form and substance satisfactory to Lender; (ii) Since September 30, 2004, no event, development or circumstance event shall have occurred that which has had, had or could reasonably be expected to have, either individually or in the aggregate, a material adverse Material Adverse Effect, as determined by Lender in its sole discretion; (iii) Lender shall have received payment in full of all fees and expenses payable to it by Borrowers or any other Person in connection herewith, on or before disbursement of the initial Loans or the issuance of the initial Letters of Credit hereunder; (iv) Lender shall have determined that immediately after giving effect to (A) the making of the initial Loans, including without limitation the Term Loans and the Revolving Loans, if any, requested to be made on the businessdate hereof, assets(B) the issuance of the initial Letter of Credit, operations or financial condition if any, requested to be made on such date, (C) the making of Harley the advances on the date hereof under the Venture Debt Agreements and its subsidiaries taken as a whole the Barclays Debt Agreement, (D) the payment of all fees due upon such date and (iiE) the payment or reimbursement by Borrowers shall have (a) paid of Lender for all fees required to be paid closing costs and expenses incurred in connection with the execution of this Agreementtransactions contemplated hereby, (bx) furnished to the Global Administrative Agent, with sufficient copies US Borrower has Excess Availability (other than in the case of any Notes) for each inclusive of the Lenders, such documents as “Excess Availability” under the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all EXIM Loan Agreement) of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, not less than One Million and No/100 Dollars (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2$1,000,000) and (3), for y) the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and Companies collectively have Excess Availability (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each inclusive of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “LenderExcess Availability” under the Existing Credit Agreement hereby waives any requirement EXIM Loan Agreement) plus access to immediately available funds from sources other the Lender of five not less than Two Million Five Hundred Thousand and No/100 Dollars (5$2,500,000); and (v) Business Days notice by The Obligors shall have executed and delivered to Lender all such other documents, instruments and agreements which Lender determines are reasonably necessary to consummate the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereoftransactions contemplated hereby.

Initial Loans. This Agreement shall Each Loan. In addition, Lender will not become effective nor shall the Lenders be required obligated to make any --------- Revolving Credit Loan or convert the initial Loans Tranche A Revolving Credit Loan into the Term Loan unless (a) with respect to Revolving Credit Loans, the Lender shall have received an Advance Request with respect to such proposed Revolving Credit Loan and each statement or certification made by Borrowers in their Advance Request shall be true and correct in all material respects on the Borrowing Date; (b) at the time of each Revolving Credit Loan and the conversion of the Revolving Credit Loan into the Term Loan (i) since December 31the representations and warranties made in the Loan Documents are true and correct in all material respects, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) neither any change in the Borrowers financial condition or prospect of any Credit Party which could have or has had a Material Adverse Effect nor any Default or Event of Default shall have (a) paid all fees required to occurred and shall be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, continuing; (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby making of each Revolving Credit Loan and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, Term Loan is permitted by Law; (d) all matters related to any Revolving Credit Loan and the conversion of the Revolving Credit Loan into the Term Loan are reasonably satisfactory to Lender and its counsel, and, if requested by Lender, each Credit Party shall have delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each Lender evidence substantiating any of the foregoing clauses (1), (2) and (3), matters contained in this Agreement which are necessary to enable Borrowers to qualify for any Revolving Credit Loan or the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail Term Loan; and (e) delivered evidence Lender shall have received such other agreements, documents, instruments, information, approvals or opinions as Lender may reasonably satisfactory request. The delivery of an Advance Request by the Borrowers and the acceptance by the Borrowers of the proceeds of any Loan hereunder shall each be deemed to constitute a representation and warranty by the Borrowers and Parent as to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of matters specified in this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.SECTION 3.2. -----------

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092008, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Existing 3-Year Credit Agreement making conforming changes to the Existing 3-Year Credit Agreement to correspond with the terms of this Agreement in respect of: guarantor structure, on-going conditions to each extension of credit, definitions of material adverse change and material adverse effect, additional representations, additional and modified financial covenants, additional negative covenants, change from cross-acceleration to cross-default, provisions regarding defaulting lenders (and also to include additional provisions regarding cash collateralizing swingline exposure) and rating agency changes, definition of Alternate Base Rate and commitment fee rates and (iiiii) the Borrowers shall have (a) paid all fees required to be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 2009 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “BorrowersBorrower(s)” under the such Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Initial Loans. This Notwithstanding any provision contained in this Agreement to the contrary, Lender shall not become effective nor shall the Lenders be required have no obligation to make the initial Loans Revolving Loan and the Term Loan under this Agreement unless (i) since December 31, 2009, no event, development or circumstance Lender shall have occurred that has hadfirst received the following, or could reasonably be expected all in form and substance acceptable to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have Lender: (a) paid all fees required to be paid this Agreement and the Notes, each executed by a duly authorized officer of Borrower; (b) the Borrower Pledge, Subsidiary Pledge, collateral schedules, stock powers, UCC financing statements, and such other documents as Lender may require in connection with the execution Borrower Pledge and Subsidiary Pledge, each executed by a duly authorized officer of this Agreement, Borrower and/or Royal Palm; (bc) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each 360,000 shares of the Lenderscommon stock of Mercantile Trust & Savings Bank, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, representing all of the issued and outstanding common stock of Mercantile Trust & Savings Bank (as verified by the Secretary of Mercantile Trust & Savings Bank), said shares to be issued in Borrower’s name and accompanied by stock powers duly executed in blank by an authorized officer of Borrower; (d) 1,038,294 shares of the common stock of The Royal Palm Bank of Florida, representing all of the issued and outstanding common stock of The Royal Palm Bank of Florida (as verified by the Secretary of The Royal Palm Bank of Florida), said shares to be issued in Royal Palm’s name and accompanied by stock powers duly executed in blank by an authorized officer of Royal Palm; (e) the Certificate of President, executed by the President of Borrower; (f) copies of resolutions of the Board of Directors of Borrower and Royal Palm, duly adopted, which authorize the execution, delivery and performance of this Agreement and the other Transaction Documents, certified by the Secretary of Borrower and the Secretary of Royal Palm, respectively; (g) copies of the Articles or Certificate of Incorporation of Borrower and Royal Palm, including any amendments thereto, certified by the Secretary of State of the State of Delaware (Borrower), and the Secretary of State of the State of Florida (Royal Palm); (h) copies of the Bylaws of Borrower and Royal Palm, including any amendments thereto, certified by the Secretary of Borrower, and the Secretary of Royal Palm, respectively; (i) a certificate of good standing for Borrower issued by the Secretary of State of the State of Delaware, a certificate of good standing for Borrower issued by the Secretary of State of the State of Illinois, and a certificate of good standing for Royal Palm issued by the Secretary of State of the State of Florida; (j) an opinion of counsel from Schmiedeskamp, Robertson, Neu & M▇▇▇▇▇▇▇, the counsel representing Borrower, Subsidiary and Subsidiary Banks, in the form acceptable to Lender; (k) evidence that no change in the financial condition of Borrower, Royal Bank, any Subsidiary Bank, or any Subsidiary shall have occurred since June 30, 2006 that could have a Material Adverse Effect; (I) copies of all documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary executed in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effectRoyal Palm Merger Transaction including, (d) delivered but not limited to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Royal Palm Merger Agreement, and evidence satisfactory to Lender that the termination Royal Palm Merger Transaction has been approved by all applicable Regulatory Agencies; (m) copies of the applicable agreements relating thereto, all taking effect concurrently documents executed in connection with the effectiveness issuance by Borrower of this AgreementPooled Trust Preferred Securities on or about July 13, 2006; provided that any and (n) such other agreements, documents, instruments, certificates and assurances as Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereofmay reasonably request.

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092011, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the 4-Year Credit Agreement dated April 28, 2011 (the “Existing 4-Year Credit Agreement”) among inter ▇▇▇▇ ▇▇▇▇▇▇, HDFC, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as global administrative agent, making conforming changes to the Existing 4-Year Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing, maturity and borrowers and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, Agent such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (32), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (43) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (CB) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (CB), for the 2010 2012 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092017, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Existing Multicurrency Credit Agreement making certain conforming changes to the Existing Multicurrency Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing, maturity and borrowers and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, Agent such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), ) and (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (32), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives (A) any requirement of five (5) Business Days Days’ notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof and (B) the payment of any amounts under Section 3.4 of the Existing Credit Agreement in connection with the termination thereof.

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31ISMMS hereby agrees to lend to the Company the aggregate amount of $750,000 (Seven Hundred Fifty Thousand Dollars) (the “ISMMS Loan”), 2009payable (i) $250,000 (Two Hundred Fifty Thousand Dollars) as of the date hereof, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers balance of the ISMMS Loan payable as and when called for by the Board of Managers (provided that each such call for the ISMMS Loan shall be made by the Board of Managers upon all Initial Loans (as defined below) on a pro rata basis). When ISMMS has made an aggregate loan to the Company equal to $750,000 (Seven Hundred Fifty Thousand Dollars), ISMMS shall have no further obligation to lend any funds to the Company except as ISMMS may agree in writing in its sole discretion. (aii) paid all fees required Renalytix hereby agrees to be paid in connection lend to the Company the aggregate amount of $250,000 (Two Hundred Fifty Thousand Dollars) (the Renalytix Loan” and together with the execution ISMMS Loan, the “Initial Loans”), payable (i) $83,333 (Eighty-Three Thousand Three Hundred Thirty-Three Dollars) as of this Agreementthe date hereof, and (bii) furnished the balance of the Renalytix Loan as and when called for by the Board of Managers (provided that each such call for the Renalytix Loan shall be made by the Board of Managers upon all Initial Loans on a pro rata basis). When Renalytix has made aggregate loan to the Global Administrative AgentCompany equal to $250,000 (Two Hundred Fifty Thousand Dollars), with sufficient copies Renalytix shall have no further obligation to lend any funds to the Company except as Renalytix may agree in writing in its sole discretion. (other than in iii) The Initial Loans will bear interest at 0.25%, compounded monthly, and will be repayable from the case of any Notes) first amounts that would otherwise constitute Available Cash for each distribution to the Members of the Lenders, such documents as Company (provided that the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all Loans will be repaid on a pro rata basis). The Initial Loans shall be issued pursuant to the terms of the documents reflected on the List of Closing Documents that certain Promissory Note attached hereto as Exhibit D to this Agreement, F (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereofPromissory Note”).

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required The obligation of Lender to make fund the initial Loans unless Revolving Loan is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent: (i) since December 31Lender shall have received each of the agreements, 2009opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as Schedule 17(a) (the “Closing Document List”) in each case in form and substance satisfactory to Lender; (ii) Since September 30, 2004, no event, development or circumstance event shall have occurred that which has had, had or could reasonably be expected to have, either individually or in the aggregate, a material adverse Material Adverse Effect, as determined by Lender in its sole discretion; (iii) Lender shall have received payment in full of all fees and expenses payable to it by US Borrower or any other Person in connection herewith, on or before disbursement of the initial Loans hereunder; (iv) Lender shall have determined that immediately after giving effect to (A) the making of the initial Loans, including without limitation the Revolving Loans, if any, requested to be made on the businessdate hereof, assets(B) the payment of all fees due upon such date, operations or financial condition (C) the making of Harley the advances on the date hereof under the Venture Debt Agreements and its subsidiaries taken as a whole the Barclays Debt Agreement, (D) the payment of all fees due upon such date and (iiE) the Borrowers shall have (a) paid payment or reimbursement by US Borrower of Lender for all fees required to be paid closing costs and expenses incurred in connection with the execution of this Agreementtransactions contemplated hereby, (bx) furnished to the Global Administrative Agent, with sufficient copies US Borrower has Excess Availability (other than in the case of any Notes) for each inclusive of the Lenders, such documents as “Excess Availability” under the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all Non-EXIM Loan Agreement) of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, not less than One Million and No/100 Dollars (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2$1,000,000) and (3), for y) the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and Companies collectively have Excess Availability (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each inclusive of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “LenderExcess Availability” under the Existing Credit Agreement hereby waives any requirement Non-EXIM Loan Agreement) plus access to immediately available funds from sources other then Lender of five not less than Two Million Five Hundred Thousand and No/100 Dollars (5$2,500,000); and (v) Business Days notice by The Obligors shall have executed and delivered to Lender all such other documents, instruments and agreements which Lender determines are reasonably necessary to consummate the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereoftransactions contemplated hereby.