Common use of Conditions Precedent to Closing Date Clause in Contracts

Conditions Precedent to Closing Date. The occurrence of the Closing Date, and the obligation of the Bank to issue any LOC, is subject to the satisfaction of the following conditions precedent: (a) The Bank shall have received the following, each dated the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Bank: (i) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the transactions contemplated by the Loan Documents to which it is or is to be a party. (ii) A certificate, signed by a Responsible Officer of ACE (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (1) the truth of the representations and warranties contained in this Agreement as of the Closing Date and (2) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default. (iii) Evidence satisfactory to the Bank that the Financial Strength Rating of each Subsidiary Guarantor is at least A+ by S&P and A1 by ▇▇▇▇▇’▇. (iv) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party that are authorized to sign the Loan Documents to which it is a party and the other documents to be delivered hereunder. (v) Copies of the articles or certificate of formation (or similar charter document) and the bylaws (or similar governing documents), if any, of each Loan Party as in effect on the Closing Date, certified by a duly authorized representative of such Loan Party as of the Closing Date. (vi) The Subsidiary Guarantee signed by each of ACE Bermuda Insurance Ltd. and ACE Tempest Reinsurance Ltd. (the “Subsidiary Guarantors”). (vii) The FAL Providers’ Agreement duly executed on behalf by each bank or other Person which it is proposed will issue a letter of credit to be included in the Funds at Lloyd’s of any Member that is or is intended to be a Supported Member. (viii) Favorable opinions of (1) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ ▇▇, Swiss counsel for ACE, in substantially the form agreed to by the Bank; (2) ▇▇▇▇▇ Lovells International LLP, English counsel for the Bank, in substantially the form agreed to by the Bank; and (3) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Bermuda counsel for the Subsidiary Guarantors, in substantially the form agreed to by the Bank. (b) No action, suit, investigation, litigation or proceeding affecting ACE or any of its Subsidiaries shall be pending or, to the knowledge of ACE, threatened before any court, governmental agency or arbitrator that (x) would be reasonably expected to have a Material Adverse Effect or (y) would reasonably be expected to materially adversely affect the legality, validity or enforceability of any Loan Document or the transactions contemplated thereby. (c) ACE shall have paid all fees and expenses payable to the Bank, in each case to the extent then due and payable. (d) No development or change shall have occurred after December 31, 2009, and no information shall have become known after such date, that has had or would reasonably be expected to have a Material Adverse Effect. (e) Evidence satisfactory to the Bank that all letters of credit under the Existing FAL Facility Agreement will be released by Lloyd’s for cancellation substantially concurrently with the issue of the Lloyd’s LOCs to be issued hereunder on and after the Closing Date.

Conditions Precedent to Closing Date. The occurrence effectiveness of the Closing Date, and the obligation of the Bank to issue any LOC, this Agreement is subject to the satisfaction of the following conditions precedentconditions, except as otherwise agreed or waived pursuant to Section 9.01: (a) The Bank Administrative Agent (or its counsel) shall have received from each party hereto (i) either (1) a counterpart of this Agreement signed on behalf of such party or (2) written evidence satisfactory to the following, 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 and (ii) executed copies of all other applicable Loan Documents. (b) [Reserved]. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of the Borrower and each other Credit Party dated the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Bankcertifying: (i) Certified copies that attached thereto is a true and complete copy of the resolutions of the Board of Directors of each Loan Party approving the transactions contemplated by the Loan Documents to which it is limited liability company agreement or is to be a party. (ii) A certificateby-laws, signed by a Responsible Officer of ACE (the statements made in which certificate shall be true on and as of the Closing Date)applicable, certifying as to (1) the truth of the representations and warranties contained in this Agreement as of the Closing Date and (2) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default. (iii) Evidence satisfactory to the Bank that the Financial Strength Rating of each Subsidiary Guarantor is at least A+ by S&P and A1 by ▇▇▇▇▇’▇. (iv) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party that are authorized to sign the Loan Documents to which it is a party and the other documents to be delivered hereunder. (v) Copies of the articles or certificate of formation (or similar charter document) and the bylaws (or similar governing documents), if any, of each Loan Party Person as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Person authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder and each other Loan Document entered into on the Closing Date, certified by a duly authorized representative and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that the certificate of formation or incorporation, as applicable, of such Person has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (iv) 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 the Borrower and each other Credit Party, (v) as to the absence of any pending proceeding for the dissolution or liquidation of the Borrower and each other Credit Party, (vi) a certificate of a director or an 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 (vii) a certificate as to the good standing of the Borrower and each other Credit Party as of a recent date from the secretary of state (or equivalent) the each respective jurisdiction of the Borrower and each other Credit Party, and as to the good standing and/or qualifications to do business as a foreign corporation in such jurisdictions as the Required Lenders (or their counsel) reasonably requests. (d) The Administrative Agent shall have received executed copies of the Guarantee, executed by each Subsidiary which will be a Subsidiary Guarantor on the Closing Date. (vie) The Administrative Agent shall have received the Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantee signed by each of ACE Bermuda Insurance Ltd. and ACE Tempest Reinsurance Ltd. (the “Subsidiary Guarantors”)Guarantor. (viif) The FAL Providers’ Agreement duly executed on behalf Administrative Agent shall have received the Initial DIP Budget, in form and substance acceptable to the Required Lenders in their sole and absolute discretion. (g) All Uniform Commercial Code, Federal Aviation Administration, International Registry and/or other applicable personal property and financing statements, reasonably requested by each bank the Collateral Agent or other Person which it is proposed will issue a letter of credit the Required Lenders to be included in filed, registered or recorded to create the Funds at Lloyd’s of any Member that is or is Liens intended to be a Supported Membercreated by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording, it being understood that none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 6.11. (viiih) Favorable opinions of All Equity Interests (1other than any Excluded Assets) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ ▇▇, Swiss counsel for ACEdirectly owned by the Borrower or any Guarantor, in substantially each case as of the form agreed Closing Date, shall have been pledged pursuant to by the Bank; Collateral Agreement. (2i) ▇▇▇▇▇ Lovells International LLP[Reserved]. (j) [Reserved]. (k) The Agents shall have received all fees payable thereto or to any Lender (including any agent and arranger in respect of this DIP Facility) on or prior to the Closing Date and, English counsel for to the Bankextent invoiced at least two Business Days prior to the Closing Date, in substantially all other amounts due and payable pursuant to the form agreed Loan Documents on or prior to by the Bank; Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and (3) ▇▇disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Bermuda as primary outside legal counsel for the Subsidiary GuarantorsLenders, in substantially and FTI Consulting, Inc., as financial advisors to the form agreed Lenders) required to be reimbursed or paid by the BankCredit Parties hereunder or under any Loan Document. (bl) On the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Loan Documents shall be true and correct (with respect to representations and warranties that contain a materiality qualification), or true and correct in all material respects (with respect to representations and warranties that do not contain a materiality qualification) with the same effect as though such representations and warranties had been made on and as of such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). (m) [Reserved]. (n) The Borrower shall have established the DIP Term Loan Proceeds Account. (o) The Administrative Agent shall have received a completed IRS Form W-9, duly executed by the Borrower. (p) The Petition Date shall have occurred, and the Borrower and each Guarantor shall be a debtor and debtor-in-possession in the Cases. (q) A motion, in form and substance satisfactory to the Required Lenders, seeking approval of the DIP Facility, shall have been filed in each of the Cases within one (1) day of the Petition Date. (r) All “first day” orders and all related pleadings intended to be entered on or prior to the Interim Order Entry Date shall have been entered by the Bankruptcy Court and shall be reasonably acceptable in form and substance to the Required Lenders. (s) None of the Credit Parties shall have made any payments after the Petition Date on account of any Indebtedness arising prior to the Petition Date unless such payment is authorized by the “first day” orders, the Orders, or any other order of the Bankruptcy Court acceptable to the Required Lenders. (t) No trustee under chapter 7 or chapter 11 of the Bankruptcy Code or examiner with enlarged powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code shall have been appointed in any of the Cases. (u) No Material Adverse Effect shall have occurred and be continuing. (v) There shall exist no unstayed action, suit, investigation, litigation or proceeding affecting ACE pending or any of its Subsidiaries shall be pending or, (to the knowledge of ACE, any Credit Party) threatened in any court or before any court, arbitrator or governmental agency or arbitrator instrumentality (other than the Cases) that (x) would be reasonably expected to have a Material Adverse Effect or (y) would reasonably be expected to materially adversely affect the legality, validity or enforceability of any Loan Document or the transactions contemplated thereby. (c) ACE shall have paid all fees and expenses payable to the Bank, in each case to the extent then due and payable. (d) No development or change shall have occurred after December 31, 2009, and no information shall have become known after such date, that has had or would reasonably be expected to have a Material Adverse Effect. (ew) Evidence satisfactory The Interim Order Entry Date shall have occurred not later than five calendar days following the Petition Date, and the Interim Order shall be in full force and effect and shall not have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended in any respect without the prior written consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Bank that all letters of credit under Lenders), and the Existing FAL Facility Agreement will be released by Lloyd’s for cancellation substantially concurrently with the issue Administrative Agent shall have received a certified copy of the Lloyd’s LOCs to Interim Order entered by the Bankruptcy Court. (x) No Default or Event of Default shall have occurred and be issued hereunder on and after the Closing Datecontinuing.

Conditions Precedent to Closing Date. The occurrence This Agreement and the Commitments of the Closing Date, and the obligation of the Bank to issue any LOC, is subject to Lenders hereunder shall become effective upon the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Bank Administrative Agent shall have executed this Agreement and shall have received from the followingBorrower, the Parent and each dated of the Closing Date Lenders either (unless otherwise specified), in form and substance reasonably i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the BankAdministrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have executed the Guarantee Agreement and shall have received from each Loan Party either (i) a counterpart of the Guarantee Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent shall have received: (i) Certified copies a certificate of the resolutions a Responsible Officer of the Board of Directors of (A) each Loan Party approving (or of the transactions contemplated by general partner or sole member of such Loan Party) certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which it such Loan Party is or a party and certifying that attached thereto is to be a party. (ii) A certificatetrue, signed by a Responsible Officer correct and complete copy of ACE (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (1) the truth certificate or articles of the representations limited partnership, formation or incorporation, as applicable, of such Loan Party and warranties contained in this Agreement all amendments thereto, certified as of a recent date by the Closing Date and appropriate Governmental Authority in its jurisdiction of organization, (2) the absence of any event occurring and continuinglimited partnership agreement, operating agreement, bylaws or resulting from the Closing Dateother governing document, that constitutes a Default. (iii) Evidence satisfactory to the Bank that the Financial Strength Rating of each Subsidiary Guarantor is at least A+ by S&P and A1 by ▇▇▇▇▇’▇. (iv) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers as applicable, of such Loan Party that are authorized to sign the Loan Documents to which it is a party and the other documents to be delivered hereunder. (v) Copies of the articles or certificate of formation (or similar charter document) and the bylaws (or similar governing documents), if any, of each Loan Party as in effect on the Closing DateDate and (3) resolutions duly adopted by the general partner, certified by a duly authorized representative board of directors or other governing body, as applicable, of such Loan Party authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the Closing Dateappropriate Governmental Authority in its jurisdiction of organization; (ii) a certificate of a Responsible Officer of the General Partner, on behalf of the Parent, certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4.01; and (iii) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (vid) The Subsidiary Guarantee signed by each Administrative Agent shall have received an opinion of ACE Bermuda Insurance Ltd. and ACE Tempest Reinsurance Ltd. (the “Subsidiary Guarantors”). (vii) The FAL Providers’ Agreement duly executed on behalf by each bank or other Person which it is proposed will issue a letter of credit to be included in the Funds at Lloyd’s of any Member that is or is intended to be a Supported Member. (viii) Favorable opinions of (1) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ ▇▇, Swiss counsel for ACE, in substantially the form agreed to by the Bank; (2) ▇▇▇▇▇ Lovells International LLP, English counsel for the Bank, in substantially the form agreed to by the Bank; and (3) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Bermuda counsel for the Subsidiary Guarantors, in substantially the form agreed to by the Bank. (b) No action, suit, investigation, litigation or proceeding affecting ACE or any of its Subsidiaries shall be pending or, to the knowledge of ACELoan Parties, threatened before any court, governmental agency or arbitrator that (x) would be reasonably expected to have a Material Adverse Effect or (y) would reasonably be expected to materially adversely affect the legality, validity or enforceability of any Loan Document or the transactions contemplated thereby. (c) ACE shall have paid all fees and expenses payable addressed to the BankAdministrative Agent and each Lender, in each case as to such customary matters regarding the extent then due Loan Parties, the Transactions and payable. (d) No development or change shall have occurred after December 31, 2009, this Agreement and no information shall have become known after in such date, that has had or would form as the Administrative Agent may reasonably be expected to have a Material Adverse Effectrequest. (e) Evidence satisfactory The Parent and the Borrower shall have provided to the Bank that all letters of credit under Administrative Agent and the Existing FAL Facility Agreement will be released by Lloyd’s for cancellation substantially concurrently with Lenders, to the issue of the Lloyd’s LOCs extent requested at least three (3) Business Days prior to be issued hereunder on and after the Closing Date, with respect to the Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements, (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or any Lender and (iv) a Beneficial Ownership Certification from each Loan Party that is a “legal entity customer” under the Beneficial Ownership Regulation. (f) The representations and warranties of each Loan Party set forth in Article V and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (or, if such representation speaks as of an earlier date, as of such earlier date). (g) On the Closing Date, immediately after giving effect to the Transactions occurring on such date, no Default or Event of Default shall exist or would result therefrom.

Conditions Precedent to Closing Date. The occurrence obligations of the Closing Date, and Lenders to make Loans hereunder shall not become effective until the obligation of the Bank to issue any LOC, is subject to the satisfaction date on which each of the following conditions precedentis satisfied or waived in accordance with Section 9.02: (a) The Bank Effective Date shall have occurred; (b) The Administrative Agent shall have received the following, each dated the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Bank: (i) Certified a Borrowing Request in accordance with Section 2.03; (ii) the Guaranty, dated as of the Closing Date, executed by each party thereto; (iii) a certificate of an officer and of the secretary or an assistant secretary of each Guarantor, dated as of the Closing Date, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions of adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Party Document to which such Person is or will be a party, (2) approving the transactions contemplated by the Loan Documents to which it such Person is or is to will be a party. party and (ii3) A certificate, signed by authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a Responsible Officer of ACE party and any related documents and (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (1B) the truth of the representations incumbency and warranties contained in this Agreement as of the Closing Date and (2) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default. (iii) Evidence satisfactory to the Bank that the Financial Strength Rating of each Subsidiary Guarantor is at least A+ by S&P and A1 by ▇▇▇▇▇’▇. (iv) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true specimen signatures of the officers of such Loan Party that are authorized Person executing any documents on its behalf; (iv) a certificate of the chief financial officer of the Borrower, dated as of the Closing Date, certifying that, after giving effect to sign the Loan Documents to which it is consummation of the Transactions, the Borrower and its Subsidiaries, on a party and the other documents to consolidated basis, will be delivered hereunderSolvent. (v) Copies a certificate of a Responsible Officer of the articles or certificate Borrower, dated as of formation the Closing Date, certifying as to the satisfaction of the conditions in Sections 3.02(c), (d), (g) and (h). (vi) signed opinions, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of local counsel for any Guarantor that is not a Material Subsidiary. (vii) certificates of appropriate officials as to the existence and good standing of each Guarantor. (c) The Acquisition shall have been consummated (or similar charter documentwill be consummated substantially concurrently with the borrowing of the Loans on the Closing Date) in accordance with the Merger Agreements and no amendment, modification or waiver of any term of any of the bylaws Merger Agreements or any condition to the Borrower’s or any of the Acquired Entities’ obligation to consummate the Acquisition under the Merger Agreements (other than any such amendment, modification, waiver or similar governing documents)consent that is not materially adverse to the interest of the Lenders, it being understood that any change in the aggregate cash consideration of the Acquisition in excess of 10% will be deemed to be materially adverse to the interests of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Administrative Agent. (d) There shall not have occurred any change, effect, event or occurrence since December 31, 2013 that, individually or in the aggregate, has had, or would reasonably be expected to have, an Acquired Entity Material Adverse Effect with respect to any Acquired Entity. (e) The Administrative Agent shall have received evidence that all term loans outstanding under the Existing Credit Agreement have been, or substantially concurrently with the borrowing of Loans on the Closing Date will be, repaid in full pursuant to customary payoff documentation, including evidence of the release of Liens, if any, granted in connection therewith. (f) The Administrative Agent shall have received (i) unqualified audited financial statements of the Borrower and its Subsidiaries for each Loan Party as in effect on of the three fiscal years ending more than 90 days prior to the Closing Date, certified (ii) unaudited financial statements of the Borrower and its Subsidiaries for any quarterly interim period or periods of the Borrower ending more than 45 days prior to the Closing Date, together with unaudited financial statements for the corresponding period of the prior year (all of which shall have been reviewed by the independent accountants for the Borrower as provided in the Statement on Auditing Standards No. 100) and (iii) customary pro forma financial statements, in each case contemplated by clauses (i) and (ii), meeting the applicable requirements of Regulation S-X. (g) There shall not exist (pro forma for the Acquisition and the financing thereof, and giving effect to the repayment and termination on the Closing Date of the Existing Credit Agreement and the revolving credit facilities of the Acquired Entities in connection with the Acquisition) any event of default under any agreement (other than any Loan Document) governing any material Indebtedness for borrowed money of the Borrower, the Acquired Entities or their respective Subsidiaries, except to the extent any such event of default with respect to any such Indebtedness of an Acquired Entity or any of its Subsidiaries would not reasonably be expected to result in an Acquired Entity Material Adverse Effect (it being understood that the absence of a duly authorized representative “change of such Loan Party control” under the existing debt securities of the Acquired Entities and their Subsidiaries shall not be a condition precedent to the Closing Date). (h) the Specified Representations and the Acquired Entity Representations shall each be true and correct in all material respects (or if qualified by materiality or like concept, all respects); (i) The Administrative Agent shall have received at least three business days prior to the Closing Date all documentation and other information about the Guarantors as of required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date. (vij) The Subsidiary Guarantee signed by each of ACE Bermuda Insurance Ltd. and ACE Tempest Reinsurance Ltd. (the “Subsidiary Guarantors”). (vii) The FAL Providers’ Agreement duly executed on behalf by each bank or other Person which it is proposed will issue a letter of credit All fees required to be included paid on the Closing Date pursuant to the letter agreements referenced in the Funds at Lloyd’s of any Member that is or is intended Section 2.09(c) and all reasonable out-of-pocket expenses required to be a Supported Member. (viii) Favorable opinions of (1) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ ▇▇, Swiss counsel for ACE, in substantially paid on the form agreed to by the Bank; (2) ▇▇▇▇▇ Lovells International LLP, English counsel for the Bank, in substantially the form agreed to by the Bank; and (3) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Bermuda counsel for the Subsidiary Guarantors, in substantially the form agreed to by the Bank. (b) No action, suit, investigation, litigation or proceeding affecting ACE or any of its Subsidiaries shall be pending orClosing Date, to the knowledge of ACE, threatened before any court, governmental agency or arbitrator that (x) would be reasonably expected extent invoiced at least two Business Days prior to have a Material Adverse Effect or (y) would reasonably be expected to materially adversely affect the legality, validity or enforceability of any Loan Document or the transactions contemplated thereby. (c) ACE shall have paid all fees and expenses payable to the Bank, in each case to the extent then due and payable. (d) No development or change shall have occurred after December 31, 2009, and no information shall have become known after such date, that has had or would reasonably be expected to have a Material Adverse Effect. (e) Evidence satisfactory to the Bank that all letters of credit under the Existing FAL Facility Agreement will be released by Lloyd’s for cancellation substantially concurrently with the issue of the Lloyd’s LOCs to be issued hereunder on and after the Closing Date, shall, upon the initial borrowing of the Loans, have been, or shall concurrently be, paid (which amounts may be offset against the proceeds of the Loans). The acceptance by the Borrower of the proceeds of the Loans shall constitute a representation and warranty by the Borrower to each of the Lenders that all of the conditions specified in this Section 3.02 above exist as of that time. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The occurrence obligations of the Closing Date, Lenders to make Loans hereunder and the obligation obligations of the Bank Issuing Banks to issue any LOC, is subject to Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions precedentis satisfied or waived in accordance with Section 9.02: (a) The Bank Effective Date shall have occurred; (b) The Administrative Agent shall have received the following, each dated the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Bank: (i) Certified the Guaranty, dated as of the Closing Date, executed by each party thereto; (ii) a certificate of an officer and of the secretary or an assistant secretary of each Guarantor, dated as of the Closing Date, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or other appropriate organizational document, as amended and in effect, of such Person, the bylaws or similar organizational document, as amended and in effect, of such Person and the resolutions of adopted by the Board of Directors or similar governing body of such Person (1) authorizing the execution, delivery and performance by such Person of each Loan Party Document to which such Person is or will be a party, (2) approving the transactions contemplated by the Loan Documents to which it such Person is or is to will be a party. party and (ii3) A certificate, signed by authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a Responsible Officer of ACE party and any related documents and (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (1B) the truth of the representations incumbency and warranties contained in this Agreement as of the Closing Date and (2) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default. (iii) Evidence satisfactory to the Bank that the Financial Strength Rating of each Subsidiary Guarantor is at least A+ by S&P and A1 by ▇▇▇▇▇’▇. (iv) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true specimen signatures of the officers of such Loan Party that are authorized Person executing any documents on its behalf; (iii) a certificate of the chief financial officer of the Borrower, dated as of the Closing Date, certifying that, after giving effect to sign the Loan Documents consummation of the Transactions, the Borrower and its Subsidiaries, on a consolidated basis, will be Solvent. (iv) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying as to which it is a party the satisfaction of the conditions in Sections 3.02(c), (d), (g) and the other documents to be delivered hereunder(h). (v) Copies of the articles or certificate of formation (or similar charter document) and the bylaws (or similar governing documents)signed opinions, if any, of each Loan Party as in effect on the Closing Date, certified by a duly authorized representative of such Loan Party dated as of the Closing Date, addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of local counsel for any Guarantor that is not a Material Subsidiary. (vi) The Subsidiary Guarantee signed by each certificates of ACE Bermuda Insurance Ltd. and ACE Tempest Reinsurance Ltd. (the “Subsidiary Guarantors”). (vii) The FAL Providers’ Agreement duly executed on behalf by each bank or other Person which it is proposed will issue a letter of credit to be included in the Funds at Lloyd’s of any Member that is or is intended to be a Supported Member. (viii) Favorable opinions of (1) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ ▇▇, Swiss counsel for ACE, in substantially the form agreed to by the Bank; (2) ▇▇▇▇▇ Lovells International LLP, English counsel for the Bank, in substantially the form agreed to by the Bank; and (3) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Bermuda counsel for the Subsidiary Guarantors, in substantially the form agreed to by the Bank. (b) No action, suit, investigation, litigation or proceeding affecting ACE or any of its Subsidiaries shall be pending or, appropriate officials as to the knowledge existence and good standing of ACE, threatened before any court, governmental agency or arbitrator that (x) would be reasonably expected to have a Material Adverse Effect or (y) would reasonably be expected to materially adversely affect the legality, validity or enforceability of any Loan Document or the transactions contemplated therebyeach Guarantor. (c) ACE The Acquisition shall have paid all fees been consummated (or will be consummated substantially concurrently with the Closing Date) in accordance with the Merger Agreements and expenses payable no amendment, modification or waiver of any term of any of the Merger Agreements or any condition to the BankBorrower’s or any of the Acquired Entities’ obligation to consummate the Acquisition under the Merger Agreements (other than any such amendment, in each case modification, waiver or consent that is not materially adverse to the extent then due and payableinterest of the Lenders, it being understood that any change in the aggregate cash consideration of the Acquisition in excess of 10% will be deemed to be materially adverse to the interests of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Administrative Agent. (d) No development or change There shall not have occurred after any change, effect, event or occurrence since December 31, 20092013 that, and no information shall have become known after such dateindividually or in the aggregate, that has had had, or would reasonably be expected to have have, a Material Adverse Effect; provided, that, for the avoidance of doubt, the occurrence and consummation of the Transactions shall not, in any event, constitute a Material Adverse Effect. (e) Evidence satisfactory to the Bank The Administrative Agent shall have received evidence that all letters of credit under the Existing FAL Facility Credit Agreement, the EPB Credit Agreement will be released by Lloyd’s for cancellation and the KMP Credit Agreement have been, or substantially concurrently with the issue Closing Date will be, terminated and the obligations outstanding thereunder repaid in full pursuant to customary payoff documentation, including evidence of the Lloyd’s LOCs release of Liens, if any, granted in connection therewith. (f) The Administrative Agent shall have received (i) unqualified audited financial statements of the Borrower and its Subsidiaries for each of the three fiscal years ending more than 90 days prior to the Closing Date, (ii) unaudited financial statements of the Borrower and its Subsidiaries for any quarterly interim period or periods of the Borrower ending more than 45 days prior to the Closing Date, together with unaudited financial statements for the corresponding period of the prior year (all of which shall have been reviewed by the independent accountants for the Borrower as provided in the Statement on Auditing Standards No. 100) and (iii) customary pro forma financial statements, in each case contemplated by clauses (i) and (ii), meeting the applicable requirements of Regulation S-X. (g) There shall not exist (pro forma for the Acquisition and the financing thereof, and giving effect to the repayment and termination on the Closing Date of the Existing Credit Agreement, the EPB Credit Agreement and the KMP Credit Agreement in connection with the Acquisition) any event of default under any agreement governing any material Indebtedness for borrowed money of the Borrower, the Acquired Entities or their respective Subsidiaries, except to the extent any such event of default with respect to any such Indebtedness of an Acquired Entity or any of its Subsidiaries would not reasonably be issued hereunder on expected to result in an Acquired Entity Material Adverse Effect (it being understood that the absence of a “change of control” under the existing debt securities of the Acquired Entities and after their Subsidiaries shall not be a condition precedent to the Closing Date). (h) The conditions precedent set forth in Sections 3.03(b) and (d) shall have theretofore been satisfied or waived in accordance with Section 9.02. (i) The Administrative Agent shall have received at least three business days prior to the Closing Date all documentation and other information about the Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Closing Date. (j) All fees required to be paid on the Closing Date pursuant to the letter agreement referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least two Business Days prior to the Closing Date, shall, upon the initial borrowing of the Loans, have been, or shall concurrently be, paid (which amounts may be offset against the proceeds of the Loans). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.