Common use of Conditions Precedent to Effectiveness of this Agreement Clause in Contracts

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agent: (a) A copy of the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfaction.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the condition first date (the “Effective Date”) on which the following conditions precedent that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agentbeen satisfied: (a) A copy All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LC Issuer) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the LC Issuer that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (b) The LC Issuer shall have received the following in form and substance satisfactory to the LC Issuer: (i) Certified copies of the resolutions of the board of directors (or managers persons performing similar functions) of the Company approving the Agreement and each Originator approving of the LC Facility Documents to which it is or is to be a party, and of all documents evidencing other necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to this Agreement and any of the other Transaction LC Facility Documents to which it is or is to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator;a party. (bii) Good standing certificates for each Originator issued as A copy of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each domestic Account Party listing the certificate or articles of incorporation (or similar Constitutive Document) of each such OriginatorAccount Party and each amendment thereto on file in the office of such Secretary of State (or such governmental authority) and certifying (A) that such amendments are the only amendments to such Person’s certificate or articles of incorporation (or similar constitutive document) on file in its office, (B) if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization;. (ciii) A certificate of the Secretary or an Assistant Secretary of each Originator domestic Account Party certifying the names and true signatures of the officers of such Account Party authorized on such Person’s behalf to sign this Agreement each LC Facility Document to which it is a party and the other Transaction Documents documents to be executed delivered hereunder. (iv) A favorable opinion of General Counsel or Associate General Counsel to the Account Parties, substantially in the form of Exhibit A-1 hereto and delivered by it as to such other matters as the LC Issuer may reasonably request. (on which certificate v) A favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the ServicerAccount Parties, in substantially the form of Exhibit A-2 hereto and as to such other matters as the LC Issuer may reasonably request. (vi) Such other approvals, opinions or documents as the LC Issuer may reasonably request. (vii) Evidence that the 3-Year Agreement and each of the Other LC Facilities has been entered into and all conditions precedent to the effectiveness of the 3-Year Agreement and each of the Other LC Facilities (except the entry into and effectiveness of this Agreement) have been satisfied or waived. (viii) Evidence that the security interests granted to each of Bank of America, N.A., HSBC Bank, National Association and JPMorgan Chase Bank in respect of those certain letter of credit agreements between each of such parties and the Company and each Agent (dated as the Company’s assignees) may conclusively rely until such time as the Servicerof June 25, the Company 2003 have been terminated and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph all liens thereunder have been released. (c));) The Company shall have paid all accrued fees and expenses of the LC Issuer in connection with this Agreement. (d) The certificate All amounts owing by the Company or articles any of incorporation or other organizational document its Subsidiaries to the lenders and agents under the Existing Letter of each OriginatorCredit Agreement shall have been, together with a copy paid in full, and all commitments of the bylenders under the Existing Letter of Credit Agreement (except for the letters of credit issued thereunder which are to be deemed issued under this Agreement or the 3-laws Year Agreement) shall have been, or concurrently with the initial extension of such Originatorcredit made on the Effective Date shall be, each duly certified by terminated in accordance with the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) terms of the execution Existing Letter of Credit Agreement and delivery by each of the parties thereto of each of the other Transaction Documents to be executed all guarantees given, and delivered by it security interests granted, in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has therewith shall have been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionterminated.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the condition first date (the “Effective Date”) on which the following conditions precedent that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agentbeen satisfied: (a) A copy All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LC Issuer) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the LC Issuer that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (b) The LC Issuer shall have received the following in form and substance satisfactory to the LC Issuer: (a) Certified copies of the resolutions of the board of directors (or managers persons performing similar functions) of the Company approving the Agreement and each Originator approving of the LC Facility Documents to which it is or is to be a party, and of all documents evidencing other necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to this Agreement and any of the other Transaction LC Facility Documents to which it is or is to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator;a party. (b) Good standing certificates for each Originator issued as A copy of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each domestic Account Party listing the certificate or articles of incorporation (or similar Constitutive Document) of each such OriginatorAccount Party and each amendment thereto on file in the office of such Secretary of State (or such governmental authority) and certifying (A) that such amendments are the only amendments to such Person’s certificate or articles of incorporation (or similar constitutive document) on file in its office, (B) if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization;. (c) A certificate of the Secretary or an Assistant Secretary of each Originator domestic Account Party certifying the names and true signatures of the officers of such Account Party authorized on such Person’s behalf to sign this Agreement each LC Facility Document to which it is a party and the other Transaction Documents documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));hereunder. (d) The certificate A favorable opinion of General Counsel or articles Associate General Counsel to the Account Parties, substantially in the form of incorporation or Exhibit A-1 hereto and as to such other organizational document of each Originator, together with a copy of matters as the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andLC Issuer may reasonably request. (e) A favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Account Parties, in substantially the form of Exhibit A-2 hereto and as to such other matters as the LC Issuer may reasonably request. (f) Such other approvals, opinions or documents as the LC Issuer may reasonably request. (g) Evidence (i) of that the execution 364-Day Agreement and delivery by each of the parties thereto of each of the other Transaction Documents to be executed Other LC Facilities has been entered into and delivered by it in connection herewith and (ii) that each of the all conditions precedent to the execution, delivery effectiveness of the 364-Day Agreement and each of the Other LC Facilities (except the entry into and effectiveness of such other Transaction Documents has this Agreement) have been satisfied or waived. (h) Evidence that the security interests granted to each of Bank of America, N.A., HSBC Bank, National Association and JPMorgan Chase Bank in respect of those certain letter of credit agreements between each of such parties and the Company and dated as of June 25, 2003 have been terminated and all liens thereunder have been released. (c) The Company shall have paid all accrued fees and expenses of the LC Issuer in connection with this Agreement. (d) All amounts owing by the Company or any of its Subsidiaries to the Company’s lenders and each Agent’s agents under the Existing Letter of Credit Agreement shall have been, paid in full, and all commitments of the lenders under the Existing Letter of Credit Agreement (as except for the Company’s assigneesletters of credit issued thereunder which are to be deemed issued under this Agreement or the 364-Day Agreement) satisfactionshall have been, or concurrently with the initial extension of credit made on the Effective Date shall be, terminated in accordance with the terms of the Existing Letter of Credit Agreement and all guarantees given, and security interests granted, in connection therewith shall have been terminated.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that the Company Administrative Agent and each Lender shall be satisfied with, or the each Agent (Borrower shall have delivered to the Administrative Agent, as the Company’s assignees) and each Group Agent shall have receivedcase may be, on or before the Closing Effective Date, the followingfollowing in form, each (unless otherwise indicated) substance and dated on or before the Closing Date, and each in form and substance reasonably as of a date satisfactory to the Company Lenders and the their counsel and in sufficient quantities for each Agent (as the Company’s assignees) and each Group AgentLender: (a) A copy there shall exist no Default or Event of Default on the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator;Effective Date; LEGAL_1:36982001.9 (b) Good standing certificates for each Originator issued all representations and warranties contained in Section 8.1 shall be true on and as of a recent date acceptable the Effective Date with the same effect as if such representations and warranties had been made on and as of the Effective Date and, if required by the Administrative Agent, the Borrower shall have delivered to the Company and each Administrative Agent (as the Companya Borrower’s assignees) by the Secretary Certificate of State of the jurisdiction of such Originator’s organizationCompliance; (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement Administrative Agent and the other Transaction Lenders shall have received any Credit Documents to be required by the Administrative Agent and the Lenders duly executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c))Borrower; (d) The certificate or articles of incorporation or other organizational document of each Originatorthe following documents in form, together with a copy substance and execution acceptable to the Administrative Agent shall have been delivered to the Administrative Agent: (i) duly certified copies of the by-constating documents of the Borrower and the General Partner and of all necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Credit Documents to which it is a party and the entering into and performance of the transactions contemplated herein and therein; (ii) certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement and the Credit Documents to which it is a party; (iii) certificate of status or the equivalent relative to the Borrower and the General Partner under the laws of such Originator, each duly certified by the Secretary Canada or an Assistant Secretary its jurisdiction of such Originatorcreation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the Administrative Agent and the Lenders; (e) Evidence the Administrative Agent and the Lenders shall have received evidence that all necessary corporate, governmental and other third party approvals have been obtained in form and substance acceptable to the Administrative Agent and the Lenders, each acting reasonably; (if) all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and the Fee Letter shall have been paid to the applicable parties; and (g) the Administrative Agent and the Lenders are satisfied in their sole and absolute discretion that all of the execution and delivery by each provisions of the parties thereto of each of the other Transaction Documents Article 9 have been complied with to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) their satisfaction.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that prior or contemporaneous fulfillment of each of the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agentfollowing conditions: (a) A The Administrative Agent and the Banks shall have received each of the following: (i) this Agreement duly executed; (ii) the loan certificate of ATS dated as of the Agreement Date, in substantially the form attached hereto as Exhibit O, including a --------- certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the Certificate of Formation and Limited Partnership and Agreement of Limited Partnership of ATS as in effect on the Agreement Date, (B) certificates of good standing for ATS issued by the Secretary of State or similar state official for the state of formation of ATS and for each state in which ATS is required to qualify to do business and (C) a true, complete and correct copy of the corporate resolutions of the board general partner of directors or managers of each Originator approving ATS authorizing ATS to execute, deliver and perform this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such OriginatorLoan Documents; (biii) Good standing certificates for each Originator issued the loan certificate of ATS (Delaware) dated as of the Agreement Date, in substantially the form attached hereto as Exhibit P, --------- including a recent date acceptable certificate of incumbency with respect to each Authorized Signatory of such Person, together with the Company following items: (A) a true, complete and each Agent correct copy of the Certificate of Incorporation and By-laws of ATS (Delaware) as in effect on the Company’s assigneesAgreement Date, (B) certificates of good standing for ATS (Delaware) issued by the Secretary of State or similar state official for the state of incorporation of ATS (Delaware) and for each state in which ATS (Delaware) is required to qualify to do business, (C) a true, complete and correct copy of the jurisdiction corporate resolutions of such Originator’s organization; ATS (cDelaware) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names authorizing ATS (Delaware) to execute, deliver and true signatures of the officers authorized on such Person’s behalf to sign perform this Agreement and the other Transaction Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of ATS (Delaware); (iv) the loan certificate of the Parent dated as of the Agreement Date, in substantially the form attached hereto as Exhibit Q, --------- including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the Certificate of Incorporation and By-laws of the Parent as in effect on the Agreement Date, (B) certificates of good standing for the Parent issued by the Secretary of State or similar state official for the state of incorporation of the Parent and for each state in which the Parent is required to qualify to do business, (C) a true, complete and correct copy of the corporate resolutions of the Parent authorizing the Parent to execute, deliver and perform the Loan Documents to be which it is a party, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of the Parent; (v) duly executed Facility B Notes; (vi) duly executed Security Documents; (vii) copies of insurance binders or certificates covering the assets of the Borrowers and delivered by it (on which certificate the ServicerRestricted Subsidiaries, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate otherwise meeting the requirements of Section 5.5 hereof, together with copies of the underlying insurance policies; (viii) legal opinion of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel to the Borrowers, addressed to each Bank and the Administrative Agent and dated as of the Agreement Date; (ix) duly executed Certificate of Financial Condition for the Borrowers and the Restricted Subsidiaries on a consolidated and consolidating basis, given by the chief financial officer of ATS (Delaware); (x) copies of the most recent quarterly financial statements of the Borrowers and the Restricted Subsidiaries provided to each Bank and the Administrative Agent, certified by the chief financial officer of ATS (Delaware); (xi) duly executed Intercreditor Agreement; (xii) delivery to the Collateral Agent of all possessory collateral, including, without limitation, any pledged notes or pledged stock; and (xiii) all such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Administrative Agent and the Banks shall have received evidence satisfactory to them that all Necessary Authorizations, other than Necessary Authorizations the absence of which could not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this paragraph Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrowers, threatened reversal or cancellation, and the Administrative Agent and the Banks shall have received a certificate of an Authorized Signatory so stating. (c));) The Borrowers shall certify to the Administrative Agent and the Banks that each of the representations and warranties in Article 4 hereof are true and correct in all material respects as of the Agreement Date, that no Default or Event of Default then exists or is continuing and that no material adverse change has occurred in the financial condition, business operations, prospects or properties of the Borrowers and the Restricted Subsidiaries, on a consolidated basis, since the most recent fiscal year end and fiscal quarter end, it being understood that the Separation Obligations shall not be deemed to be such a material adverse change. (d) The certificate or articles of incorporation or other organizational document Borrowers shall have paid to the Administrative Agent for the account of each Originator, together with a copy Bank the facility fees set forth in those letter agreements dated the Agreement Date in favor of the by-laws of such Originator, each duly certified Bank and any and all fees payable by the Secretary or an Assistant Secretary of such Originator; andBorrowers under the Prior Loan Agreement. (e) Evidence (i) of The Administrative Agent and the execution and delivery by each of the parties thereto of each of the other Transaction Documents Banks shall have received evidence satisfactory to be executed and delivered by it in connection herewith and (ii) them that each of the all conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has the ATS Facility A Loan Agreement and the Parent Loan Agreement have been satisfied (other than the provision comparable to this provision) and that the ATS Facility A Loan Agreement and the Parent Loan Agreement have been duly executed. (f) The Administrative Agent and the Banks shall have received, in form and substance satisfactory to them, evidence that the Parent has received commitments to fund with equity, or has received equity proceeds to pay, one hundred percent (100%) of the tax liabilities that are a part of the Separation Obligations, to the Company’s and each Agent’s (as the Company’s assignees) satisfactionextent such tax liabilities have not been paid.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that prior or contemporaneous receipt by the Company Administrative Agent and the Lenders of each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, of the following, each (unless otherwise indicated) dated on or before the Closing Date, and each of which shall be in form and substance reasonably satisfactory to the Company Administrative Agent and the each Agent (as the Company’s assignees) and each Group AgentLenders: (a) A this Agreement duly executed; (b) duly executed Security Documents signed by the Parent and each Credit Party that is not a Foreign Subsidiary (directly or indirectly) of a Borrower, the duly executed Brazilian Quota Pledge Agreement and the duly executed Mexican Pledge Agreement, in addition to copies of the UCC Financing Statements to be filed in connection herewith and therewith, together with delivery to the Administrative Agent of all possessory Collateral (and related documentation); (c) a loan certificate of each of the Credit Parties dated as of the Agreement Date, in substantially the form attached hereto as Exhibit Q, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (i) in the case of the Borrowers only, a true, complete and correct copy of the articles of incorporation or formation, as applicable, and by-laws, limited partnership agreement or operating agreement, as applicable, of each of the Borrowers as in effect on the Agreement Date, (ii) in the case of the Borrowers and other Credit Parties that are Domestic Subsidiaries (directly or indirectly) of a Borrower, certificates of good standing for each of such Credit Parties issued by the Secretary of State or similar state official for the state of formation of each of such Credit Parties, and (iii) a true, complete and correct copy of the resolutions of each of such Credit Parties authorizing each respective Credit Party to execute, deliver and perform each of the Loan Documents to which it is a party; (d) a loan certificate of the Parent dated as of the Agreement Date, in substantially the form attached hereto as Exhibit R, including a certificate of incumbency with respect to each Authorized Signatory of the Parent, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Parent as in effect on the Agreement Date, (ii) a certificate of good standing for the Parent issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the board Parent authorizing it to execute, deliver and perform each of directors or managers of each Originator approving this Agreement and the other Transaction Loan Documents to be executed and delivered by which it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originatoris a party; (be) Good standing certificates for legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers, (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., General Counsel of the Borrowers, and (iii) Morris, James, Hitchens & ▇▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrowers, addressed to each Originator issued Lender and the Administrative Agent and dated as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organizationAgreement Date; (cf) A certificate receipt by the Borrowers of all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Secretary Borrowers, threatened reversal or Assistant Secretary of cancellation; (g) each Originator certifying the names and true signatures of the officers authorized on representations and warranties in Article 4 hereof are true and correct in all material respects as of the Agreement Date, and no Default or Event of Default then exists; (h) the Administrative Agent shall have received the documentation that it is required to obtain from the Borrowers under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Person’s behalf Act or the Patriot Act that contain document collection requirements that apply to sign this Agreement the Administrative Agent; (i) evidence that the principal of and interest on, and all other amounts owing in respect of, all Indebtedness (including any contingent or other amounts payable in respect of letters of credit) outstanding under that certain Loan Agreement, dated as of May 24, 2004, by and among the Borrowers and the other Transaction Documents financial institutions parties thereto shall have been (or shall be simultaneously) paid in full, that any commitments to be executed extend credit thereunder shall have been canceled or terminated and delivered by it that all guarantees in respect of, and all Liens securing, such Indebtedness shall have been released (on which certificate or arrangements for such release satisfactory to the Servicer, the Company and each Administrative Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)have been made); (dj) The certificate all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication Agent, the Issuing Bank and the Lenders shall have been (or articles of incorporation or other organizational document of shall be simultaneously) paid in full; (k) the Administrative Agent shall have received audited consolidated financial statements for the last three years, unaudited consolidated financial statements for the first two fiscal quarters in 2005, and annual projections through the Maturity Date, in each Originator, together with a copy case of the by-laws Credit Parties; (l) the Administrative Agent shall have received evidence that closing of such Originator, each duly certified by the Secretary credit facilities pursuant to the Site Loan Agreement has occurred or an Assistant Secretary of such Originatorshall occur simultaneously herewith; and (em) Evidence the Administrative Agent shall have received a certificate of the president or chief financial officer of AT Inc. as to the financial performance of the Credit Parties, substantially in the form of Exhibit S attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ik) of the execution and delivery by each this Section 3.1 in respect of the parties thereto second fiscal quarter of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfaction2005.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective when each of the conditions precedent in this Section 4.3 has been satisfied on or before the Amended and Restated Closing Date. The effectiveness of this Agreement is shall be subject to the condition precedent that the Company Company, the Agent and the each Agent (as the Company’s assignees) and each Group Agent Insurer shall have received, on or before the Amended and Restated Closing Date, the following, each (unless otherwise indicated) dated on or before as of the Closing Datedate hereof, and each in form and substance reasonably satisfactory to the Company Company, the Agent and the each Agent (as the Company’s assignees) and each Group AgentInsurer: (a) A copy of the resolutions of the board Board of directors or managers Directors of each the Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such the Originator; (b) Good standing certificates A Certificate of Existence for each the Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Indiana Secretary of State of the jurisdiction of such Originator’s organizationState; (c) A certificate of the Secretary or Assistant Secretary of each the Originator certifying the names and true signatures of the officers authorized on such Person’s the Originator's behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the ServicerCompany, the Company Agent, the Insurer and each Agent the Servicer (as if other than the Company’s assigneesOriginator) may conclusively rely until such time as the ServicerCompany, the Company Agent, the Insurer and each Agent (as the Company’s assignees) Servicer shall receive from such Person the Originator a revised certificate meeting the requirements of this paragraph subsection (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, the Originator together with a copy of the by-laws of such the Originator, each duly certified as of the Amended and Restated Closing Date by the Secretary or an Assistant Secretary of such the Originator; and; (e) Copies of the proper financing statements (Form UCC-1) that are suitable for filing and name the Originator as the assignor and the Company as the assignee (and the Agent (for the benefit of the Secured Parties) as assignee of the Company) of the Receivables generated by the Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's, the Insurer's or the Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which an ownership interest may be transferred to it hereunder; (f) A written search report as of a recent date from a Person satisfactory to Servicer, the Insurer and the Agent listing all effective financing statements that name the Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer, the Insurer and the Agent showing no evidence of such liens filed against the Originator; (g) Favorable opinions of ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., general counsel to the Originator and Ice ▇▇▇▇▇▇, special counsel to the Originator, concerning enforceability of this Agreement and certain other matters, and Ice ▇▇▇▇▇▇, concerning certain bankruptcy matters, and such other opinions as the Company, the Agent or the Insurer may reasonably request; (h) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s 's, the Agent's and each Agent’s the Insurer's satisfaction; and (as i) A certificate from an officer of the Company’s assignees) satisfactionOriginator to the effect that Servicer and the Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO AFC FUNDING CORPORATION PURSUANT TO AN AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 31, 2002 BETWEEN AUTOMOTIVE FINANCE CORPORATION AND AFC FUNDING CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO THE AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MAY 31, 2002, AMONG AFC FUNDING CORPORATION, AS SELLER, AUTOMOTIVE FINANCE CORPORATION, AS SERVICER, FAIRWAY FINANCE CORPORATION, AND SUCH OTHER ENTITIES FROM TIME TO TIME AS MAY BECOME PURCHASERS THEREUNDER, BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ CORP. AS AGENT AND PURCHASER AGENT FOR FAIRWAY FINANCE CORPORATION AND XL CAPITAL ASSURANCE INC., AS INSURER." ARTICLE V

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement This agreement shall not become effective until the following conditions precedent are fulfilled (which conditions precedent must be fulfilled on or prior to March 31, 2014): (a) an acknowledgement and consent in the form attached hereto is subject executed and delivered by each Guarantor to the condition precedent that the Company and the Administrative Agent; (b) a confirmation of Guarantees from each Agent (as the Company’s assignees) and each Group Agent shall have receivedapplicable Obligor, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company Lenders, shall have been executed and delivered; (c) the each Administrative Agent (as has received, in form and substance satisfactory to the Company’s assignees) and each Group AgentMajority Lenders: (ai) A a duly certified copy of the resolutions articles of incorporation and by-laws of the Borrower; (ii) a duly certified resolution of the board of directors or managers the shareholders of each Originator approving Obligor authorizing it to execute, deliver and perform its obligations under this Agreement and agreement or the other Transaction Documents to be executed and delivered by it and aforementioned confirmation, as the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originatorcase may be; (biii) Good a certificate of a senior officer of the Borrower setting forth specimen signatures of the individuals authorized to sign this agreement; (iv) a certificate of status or good standing certificates for each Originator Obligor (where available), issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State appropriate governmental body or agency of the jurisdiction of in which such Originator’s organizationObligor is incorporated or formed; (cv) A a certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures a senior officer of the officers authorized on such Person’s behalf Borrower certifying that no Default has occurred and is continuing or would occur or arise immediately after this agreement becomes effective; and (vi) an opinion of legal counsel to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the ServicerBorrower with respect to, inter alia, the Company Borrower, the enforceability of this agreement and each Agent (as to such other matters as the Company’s assignees) Majority Lenders may conclusively rely until such time as reasonably request, and otherwise in form and substance satisfactory to the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));Administrative Agent; and (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy the payment by the Borrower to the Joint Lead Arrangers and the Administrative Agent for and on behalf of the by-laws Lenders, of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it all fees payable in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionwith this agreement.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement This agreement shall not become effective until the following conditions precedent are fulfilled (which conditions precedent must be fulfilled on or prior to February 28, 2013): (a) an acknowledgement and consent in the form attached hereto is subject executed and delivered by each Guarantor to the condition precedent that the Company and the Administrative Agent; (b) a confirmation of Guarantees from each Agent (as the Company’s assignees) and each Group Agent shall have receivedapplicable Obligor, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company Lenders, shall have been executed and delivered; (c) the each Administrative Agent (as has received, in form and substance satisfactory to the Company’s assignees) and each Group AgentMajority Lenders: (ai) A a duly certified copy of the resolutions articles of incorporation and by-laws of the Borrower; (ii) a duly certified resolution of the board of directors or managers of each Originator approving Obligor authorizing it to execute, deliver and perform its obligations under this Agreement and agreement or the other Transaction Documents to be executed and delivered by it and aforementioned confirmation, as the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originatorcase may be; (biii) Good a certificate of a senior officer of the Borrower setting forth specimen signatures of the individuals authorized to sign this agreement; (iv) a certificate of status or good standing certificates for each Originator Obligor (where available), issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State appropriate governmental body or agency of the jurisdiction of in which such Originator’s organizationObligor is incorporated or formed; (cv) A a certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures a senior officer of the officers authorized on such Person’s behalf Borrower certifying that no Default has occurred and is continuing or would occur or arise immediately after this agreement becomes effective; and (vi) an opinion of legal counsel to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the ServicerBorrower with respect to, inter alia, the Company Borrower, the enforceability of this agreement and each Agent (as to such other matters as the Company’s assignees) Majority Lenders may conclusively rely until such time as reasonably request, and otherwise in form and substance satisfactory to the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));Administrative Agent; and (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy the payment by the Borrower to the Joint Lead Arrangers and the Administrative Agent for and on behalf of the by-laws Lenders, of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it all fees payable in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionwith this agreement.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement and the obligations of the Lenders to extend credit under the Credit Facility is subject to the condition fulfilment of the following conditions precedent that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Dateprior to March 31, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agent2011: (a) A the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents to which each is a party, in form and substance satisfactory to the Administrative Agent; (b) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent: (i) a duly certified copy of the resolutions articles of incorporation, articles of amalgamation or similar documents and by-laws of each Obligor; (ii) a certificate of status or good standing for each Obligor (where available) issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated; (iii) a duly certified copy of the resolution of the board of directors or managers of each Originator approving this Agreement Obligor authorizing it to execute, deliver and the other Transaction Documents perform its obligations under each Credit Document to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of which such OriginatorObligor is a signatory; (biv) Good standing certificates for a certificate of an officer of each Originator issued as Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; (v) a certificate of a recent date acceptable senior officer of the Borrower, in such capacity, certifying that, to the Company best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon this Agreement becoming effective; (vi) a Perfection Certificate of each Obligor; (vii) a certified copy of each Goldcorp Agreement; (viii) the Initial Base Case Financial Model, evidencing inter alia, the Reserve Tail Ratio to be greater than or equal to 30% for all Fiscal Quarters until the Maturity Date and otherwise in form and substance satisfactory to the Lenders, acting reasonably; (ix) the summary technical and environmental report on the Timmins Mine and the ▇▇▇▇ Creek Mill prepared by the Independent Engineer based on a scope of work prescribed by the Lead Arranger pursuant to a professional services agreement dated September 2, 2010 between the Administrative Agent and the Independent Engineer); (x) a schedule detailing all policies of insurance maintained in accordance with Section 10.1(d) and the coverage effected thereby, such evidence with respect to the adequacy of insurance cover stipulated pursuant to Section 10.1(d) as the Company’s assignees) Administrative Agent may require endorsements to all such insurance policies signed by the Secretary issuers of State such policies and acknowledging the interests of the Finance Parties in such policies as referred to in Section 10.1(d) and evidence reasonably satisfactory to it that all premiums (or deposits in connection therewith) required to be paid in order to ensure that the policies referred to in Section 10.1(d) are in full force and effect, have been paid and that all such policies are in full force and effect; (xi) an opinion of counsel to each Obligor addressed to the Finance Parties and their counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Obligor is a party in the Province of Ontario, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation of such OriginatorObligor and such other matters as the Administrative Agent may reasonably request but excluding any opinions with respect to permitting matters; (xii) an opinion of the Administrative Agent’s organizationcounsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with the transactions hereunder (including, without limitation, the legality, validity and binding nature obligations of the Obligors under the Credit Documents which are governed by the laws of the Province of Ontario); and (xiii) requisite information to identify the Obligors under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification; (c) A certificate of there has not occurred a Material Adverse Change since September 30, 2010 other than as disclosed in writing to the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on Administrative Agent since such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c))date; (d) The certificate there shall exist no pending or articles threatened (in writing) litigation, proceedings or investigations which (x) contest the consummation of incorporation the Credit Facility or other organizational document any part thereof or (y) could reasonably be expected to have a Material Adverse Effect; (e) the Administrative Agent, in consultation with the Independent Engineer and its legal counsel, shall have completed and be satisfied with their legal, technical and environmental due diligence review of the Projects, which environmental due diligence shall include a review of all environmental bonds or guarantees required to have been obtained by the Borrower pursuant to Applicable Law in connection with the Projects; (f) the Administrative Agent, in consultation with its legal counsel, shall have completed and be satisfied with their review of each Originatorpolicy of insurance maintained by each Obligor; (g) the Administrative Agent and its counsel shall be satisfied, together acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with a copy in respect of all agreements and transactions referred to herein; (A) all documents and instruments shall have been properly registered, recorded and filed in all places which, (B) searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals (including, without limitation, all environmental approvals reasonably necessary for the construction, development and operation of the byProjects to the extent required at the given stage of construction, development and operation), directions, acknowledgements including, for certainty, the consent of any Official Body required for the purpose of charging any leases related to any Project and (C) all Mining Claims, undertakings and non-laws disturbance agreements contemplated herein, negotiable documents of such Originatortitle, ownership certificates and other documents and instruments to the Administrative Agent shall have been made which, in each duly certified case, in the opinion of the Administrative Agent’s counsel, are desirable or required to make effective the Security created or intended to be created by the Secretary or an Assistant Secretary Obligors in favour of such Originatorthe Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of the Security; and (e) Evidence (i) of the execution Borrower shall have paid to the Administrative Agent, the Lead Arranger and delivery by each of the parties thereto of each of the other Transaction Documents Lenders all fees and expenses required to be executed and delivered by it in connection herewith and (ii) that each paid on or before the initial extension of credit under the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionCredit Facility.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that the Company Purchaser and the each Agent (as the CompanyPurchaser’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company Purchaser and the each Agent (as the CompanyPurchaser’s assignees) and each Group Agent: (a) A copy of the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good Certificates of status, certificates of compliance, good standing certificates or analogous certificates for each Originator issued as of a recent date acceptable to the Company Purchaser and each Agent (as the CompanyPurchaser’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization); (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company Purchaser and each Agent (as the CompanyPurchaser’s assignees) may conclusively rely until such time as the Servicer, the Company Purchaser and each Agent (as the CompanyPurchaser’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the CompanyPurchaser’s and each Agent’s (as the CompanyPurchaser’s assignees) satisfaction.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, date of such proposed effectiveness and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agent: (a) A copy of the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator[Reserved]; (b) A Good standing certificates Standing Certificate for each Originator the Transferor and Wackenhut issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State or a similar official of the Transferor's and Wackenhut's jurisdiction of incorporation and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction when such Originator’s organizationqualification is material to the transactions contemplated by this Agreement or the Amendment No. 1 to the Receivables Purchase Agreement, in each case, dated a date reasonably prior to such date; (c) A certificate of the Secretary or Assistant Secretary of each Originator of the Transferor and Wackenhut certifying the names and true signatures of the officers authorized on such Person’s its behalf to sign this Agreement Agreement, Amendment No. 1 to the Receivables Purchase Agreement, and the other Transaction Documents documents to be executed and delivered by it them hereunder (on which certificate the ServicerAgent, the Company Purchaser and each Agent (as the Company’s assignees) Bank Investor may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person the Transferor or Wackenhut, as applicable, a revised certificate meeting the requirements of this paragraph subsection (c)); (d) The certificate or articles Articles of incorporation or other organizational document Incorporation of each Originatorof the Transferor and Wackenhut, duly certified by the Secretary of State or similar official of the jurisdiction of its organization, as of a recent date acceptable to each Agent, together with a copy of the byBy-laws of such Originatoreach of the Transferor and Wackenhut, each duly certified by the Secretary or an Assistant Secretary of such Originator; andthe Transferor and Wackenhut; (e) A search report provided in writing to the Agent by LEXIS Document Services (or its equivalent), listing all effective financing statements that name the Transferor, the Seller or any Originator as debtor and that are filed in the jurisdictions in which UCC filings were made pursuant to the Original Agreement and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Receivables or Contracts or interests therein or Collections or proceeds of any thereof); (f) A favorable opinion of associate General Counsel for the Transferor and Wackenhut, in substantially the form of Schedule 5.1(h); (g) A favorable opinion of Akerman, Senterfitt & Eids▇▇, P.A., covering certain bankruptcy and insolvency matters in form and substance satisfactory to Purchaser's counsel; (h) Such powers of attorney as are sufficient to enable the Agent to collect all amounts due under any and all Pool Receivables and to endorse and negotiate amounts delivered to the Lock Box, as necessary; (i) A Periodic Report as of the most recent Month End Date; (j) Evidence (i) of the execution and delivery by each Wackenhut and the Transferor of Amendment No. 1 to the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith Receivables Purchase Agreement and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents the Receivables Purchase Agreement has been satisfied satisfied; (k) Evidence of the payment of all fees required to the Company’s and each Agent’s (as the Company’s assignees) satisfactionbe paid prior to closing.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective as of this Agreement is subject to the condition precedent Closing Date, provided that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, received on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably (including the date thereof) satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agent: (a) A copy Counterparts of the Agreement, the Fee Letter, the Performance Guaranty, the Lock-Box Agreements, the Joinder Agreement, the Collection Account Agreements, the Account Pledge Agreements, the Intercreditor Agreement and the other Transaction Documents, signed by the parties thereto. (b) Certified copies of (i) the resolutions of the board Board of directors Directors (or managers the shareholders, as applicable) of each Originator approving the Seller and Manitowoc authorizing the execution, delivery, and performance by the Seller and Manitowoc, as the case may be, of the Transaction Documents to which they are a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents to be executed and delivered by it and (iii) the transactions contemplated hereby and therebycertificate of incorporation, certified by the Secretary by-laws or Assistant Secretary articles of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State association of the jurisdiction of such Originator’s organization;Seller and Manitowoc. (c) A certificate of the Secretary or Assistant Secretary of each Originator the Seller and Manitowoc certifying the names and true signatures of the its officers authorized on such Person’s behalf to sign this the Agreement and the other Transaction Documents to be executed which it is a party. Until the Agent receives a subsequent incumbency certificate from the Seller or Manitowoc in form and delivered by it (on which certificate substance satisfactory to the ServicerAgent, the Company and each Agent (shall be entitled to rely on the last such certificate delivered to it by the Seller or Manitowoc, as the Company’s assignees) case may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));be. (d) The certificate Good standing certificates with respect to the Seller and Manitowoc issued by the Secretaries of State (or articles of incorporation or other organizational document of each Originator, together with a copy comparable office) of the by-laws jurisdiction of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andPerson’s organization. (e) Evidence Financing statements or amendments thereto (ior any equivalent filings or recordings in the relevant jurisdiction) duly filed on or before the Closing Date under the UCC, PPSA or the equivalent (if any) of all jurisdictions that the execution and delivery by each Agent may deem necessary or desirable in order to perfect the interests of the parties thereto of each of Purchaser contemplated by this Agreement and the other Transaction Documents Documents. (f) UCC financing statements, amendments thereto or termination statements, if any, necessary to be executed release or assign to the Purchaser all ownership interests, security interests and delivered other rights of any Person in the Receivables, Contracts or Related Security previously granted by it the Seller or any Originator. (g) Completed UCC requests for information, dated on or before the Closing Date, listing all effective financing statements filed in connection herewith and the jurisdictions referred to in subsection (iie) above that each name the Seller as debtor, showing no liens on any of the conditions precedent Receivables, Contracts or Related Security of such Person. (h) Favorable opinions of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, in form and substance acceptable to the executionAgent, delivery as to corporate, enforceability, UCC and effectiveness of such other Transaction Documents has been satisfied to matters (including absence of conflict with the Company’s and each Agent’s (Credit Agreement) as the Company’s assignees) satisfactionAgent may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that following conditions precedent: (a) the Company and the each Agent (as the Company’s assignees) and each Group Agent Administrator shall have receivedreceived the following: (i) counterparts of this Agreement duly executed by each of the parties hereto; counterparts of that certain Fee Letter, on or before dated as of the Closing Date, by and among each Purchaser Agent, the following, each Seller and the Servicer; (unless otherwise indicatedii) dated on or before confirmation that all fees due and payable as of the Closing Date, and each Date under the Fee Letter have been paid in accordance with the terms thereof; (iii) a certificate of an officer of the Seller in form and substance reasonably satisfactory to the Company Administrator and each Purchaser Agent, certifying as to (i) its certificate of formation and limited liability company agreement, (ii) copies of its authorizing resolutions (or similar) authorizing it's execution, delivery and performance of this Amendment and the Agreement as amended hereby and (iii) the incumbency and specimen signatures of the officers or other authorized persons signing this Amendment and related documents on such party's behalf; (iv) a certificate of an officer of each Agent of Peabody and each Sub-Servicer in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, certifying as to (i) copies of its authorizing resolutions (or similar) authorizing its execution, delivery and performance of this Amendment and the Agreement as amended hereby and (ii) the incumbency and specimen signatures of the officers or other authorized persons signing this Amendment and related documents on such party's behalf; and (v) favorable opinions, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Seller, the Sub-Servicers, and Peabody, and/or (y) in-house counsel to the Seller, the Sub-Servicers and Peabody, regarding such corporate, enforceability, and no-conflicts matters as the Company’s assignees) and each Group Agent: (a) A copy of the resolutions of the board of directors or managers of each Originator approving this Agreement Administrator and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator;Purchaser Agents may reasonably request; and (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company BTMUNY, Gotham and Fifth Third Bank shall have received reliance letters from each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇'▇ in-house counsel and true signatures of the officers authorized on such Person’s behalf to sign this Agreement Ziemer, Stayman, ▇▇▇▇▇▇▇ & Shoulders, LLP confirming that BTMUNY, Gotham and the other Transaction Documents to be executed and Fifth Third Bank may rely upon any opinions previously delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery by each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇'▇ in-house counsel and Ziemer, Stayman, ▇▇▇▇▇▇▇ & Shoulders, LLP in connection with the parties thereto of Agreement or any other Transaction Document as if each of the other Transaction Documents to be executed BTMUNY, Gotham and delivered by it in connection herewith and (ii) that each Fifth Third Bank were an addressee thereof as of the conditions precedent to the execution, delivery and effectiveness of date such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionopinions were originally rendered.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition following conditions precedent that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, received on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably (including the date thereof) satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agent: (a) A copy Counterparts of the Agreement, the Fee Letter, the Performance Guaranty, the Canadian Purchase and Sale Agreement, the Euro Purchase and Sale Agreement and the other Transaction Documents, signed by the parties thereto. (b) Certified copies of (i) the resolutions of the board Board of directors Directors (or managers the shareholders, as applicable) of each Seller, Servicer and Originator approving authorizing the execution, delivery, and performance by such Seller, Servicer or Originator, as the case may be, of the Transaction Documents to which they are a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents to be executed and delivered by it (iii) the certificate of incorporation, by-laws or articles of association (Satzung) (or other constituent documents) of each Seller, Servicer and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization;. (c) A certificate of the Secretary or Assistant Secretary (or the managing director(s) (Geschäftsführer), as applicable) of each Seller, Servicer and Originator certifying the names and true signatures of the its officers authorized on such Person’s behalf to sign this the Agreement and the other Transaction Documents to be executed which it is a party. Until the Agent receives a subsequent incumbency certificate from a Seller, Servicer or Originator in form and delivered by it (on which certificate substance satisfactory to the ServicerAgent, the Company and each Agent (shall be entitled to rely on the last such certificate delivered to it by such Seller, Servicer or Originator, as the Company’s assignees) case may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));be. (d) The certificate Good standing certificates (or articles solvency certificates by the managing director(s) (Geschäftsführer), as applicable) with respect to each Seller, Originator and Servicer issued by the Secretaries of incorporation State (or other organizational document of each Originator, together with a copy comparable office) of the by-laws jurisdiction of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andPerson’s organization. (e) Evidence Financing statements or amendments thereto (or any equivalent filings or recordings in the relevant jurisdiction) duly filed on or before the Closing Date under the UCC, PPSA or the equivalent (if any) of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests of the Purchaser contemplated by the Agreement and other Transaction Documents. (f) UCC financing statements, amendments thereto or termination statements, if any, necessary to release or assign to the Purchaser all ownership interests, security interests and other rights of any Person in the Receivables (other than Excluded Receivables), Contracts or Related Security previously granted by any Seller or Originator. (g) Completed UCC requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (e) above that name the Cayman Seller, Convotherm or Garland as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Agent may request, showing no such liens on any of the Receivables, Contracts or Related Security. (h) Favorable opinions of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, in form and substance acceptable to the Agent, as to corporate, enforceability, UCC and such other matters (including absence of conflict with the Credit Agreement) as the Agent may reasonably request. (i) Favorable opinions of Noerr LLP, Torys LLP and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, in form and substance acceptable to the execution Agent, as to true sale and delivery by each of non-consolidation matters. (j) A pro-forma Monthly Report. (k) Any amounts payable on or prior to the parties thereto of each of Closing Date under, and in accordance with the other Transaction Documents terms of, the Fee Letter shall have been paid in full. (l) In the event that any lender, purchaser or agent under any debt or purchase facility to be executed and delivered by it in connection herewith and (ii) that each of which an Originator or the conditions precedent Servicer is a party must consent to the execution, delivery and effectiveness or performance of the Transaction Documents by such Originator or the Servicer, or to the consummation of any of the transactions contemplated thereby, evidence that such consent has been obtained. (m) Internal credit approval of NORD/LB with respect to the transactions contemplated hereby. (n) To the extent required by the program documents governing the Purchaser’s commercial paper program, confirmation from the Rating Agencies to the effect that the Purchaser’s entry into this Agreement will not result in a reduction of the ratings of such CP Notes. (o) Such other Transaction Documents has been satisfied to the Company’s and each Agent’s (approvals, opinions or documents as the Company’s assignees) satisfactionAgent may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that prior or contemporaneous receipt by the Company Administrative Agent and the Lenders of each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, of the following, each (unless otherwise indicated) dated on or before the Closing Date, and each of which shall be in form and substance reasonably satisfactory to the Company Administrative Agent and the each Agent (as the Company’s assignees) and each Group AgentLenders: (a) A this Agreement duly executed; (b) duly executed Security Documents signed by each Borrower, the Parent and each Restricted Subsidiary; (c) a loan certificate of each of the Borrowers dated as of the Agreement Date, in substantially the form attached hereto as Exhibit P, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the articles of incorporation or formation, as applicable, and by-laws, limited partnership agreement or operating agreement, as applicable, of each of the Borrowers as in effect on the Agreement Date, (B) certificates of good standing for each of the Borrowers issued by the Secretary of State or similar state official for the state of formation of each of the Borrowers, and (C) a true, complete and correct copy of the resolutions of each of the board of directors or managers of Borrowers authorizing each Originator approving this Agreement respective Borrower to execute, deliver and perform the other Transaction Loan Documents to be executed and delivered by which it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originatoris a party; (bd) Good a loan certificate of each of the Restricted Subsidiaries incorporated, organized or formed in the United States of America, dated as of the Agreement Date, in substantially the form attached hereto as Exhibit Q, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) the certificates of good standing certificates for each Originator of the Restricted Subsidiaries issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State or similar state official for the state of formation of each of the jurisdiction Restricted Subsidiaries, and (B) a true, complete and correct copy of such Originator’s organizationthe resolutions of each of the Restricted Subsidiaries authorizing each respective Restricted Subsidiaries to execute, deliver and perform the Loan Documents to which it is a party; (ce) A certificate legal opinions of (i) Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Borrowers, (ii) ▇▇▇ ▇▇▇▇, Esq., the general counsel to the Borrowers, and (iii) Morris, James, Hitchens & ▇▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrowers, addressed to each Lender and the Administrative Agent and dated as of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c))Date; (df) The certificate receipt by the Borrowers of all Necessary Authorizations, other than Necessary Authorizations the absence of which could not reasonably be expected to have, individually or articles in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of incorporation this Agreement, have been obtained or other organizational document of each Originatormade, together with a copy are in full force and effect and are not subject to any pending or, to the knowledge of the byBorrowers, threatened reversal or cancellation; (g) each of the representations and warranties in Article 4 hereof are true and correct in all material respects as of the Agreement Date, and no Default or Event of Default then exists; (h) the Administrative Agent shall have received the documentation that it is required to obtain from the Borrowers under Section 326 of the USA PATRIOT ACT (P.L. 107-laws 56, 115 Stat. 272 (2001) and under any other provision of such Originatorthe Patriot Act, each duly certified by the Secretary Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) (the “BSA”) or an Assistant Secretary of such Originatorany regulations under the BSA or the Patriot Act that contain document collection requirements that apply to the Administrative Agent; and (e) Evidence (i) evidence that the principal of and interest on, and all other amounts owing in respect of, all Indebtedness (including any contingent or other amounts payable in respect of letters of credit) outstanding under the execution Prior Loan Agreement shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit thereunder shall have been canceled or terminated and delivery by each of the parties thereto of each of the other Transaction Documents to be executed that all guarantees in respect of, and delivered by it in connection herewith and all Liens securing, such Indebtedness shall have been released (ii) that each of the conditions precedent or arrangements for such release satisfactory to the execution, delivery and effectiveness of such other Transaction Documents has Administrative Agent shall have been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionmade).

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on the first date on which all of the following conditions shall be satisfied or waived: (a) The effectiveness of this Agreement is subject to the condition precedent that the Company and the each Agent (as the Company’s assignees) and each Group Administrative Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Datesuch day, and each in form and substance reasonably satisfactory to each Lender (except where otherwise specified below) and (except for any Promissory Notes) in sufficient copies for each Lender: (i) This Agreement, duly executed by the Borrower, each Bank and the Agents. (ii) Issuing Bank Agreements, duly executed by the Borrower and each of JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, in form and substance satisfactory to the Company Administrative Agent. (iii) The Fee Letter, duly executed by the Borrower, in form and substance satisfactory to the Administrative Agent and the each Agent (as the Company’s assignees) and each Group Syndication Agent:. (aiv) A copy Certified copies of the resolutions of the board Board of directors or managers Directors of the Borrower authorizing the Borrower to enter into each Originator approving this Agreement and of the other Transaction Loan Documents to be executed which it is, or is to be, a party, and delivered by it of all documents evidencing other necessary corporate action and the transactions contemplated hereby and therebyGovernmental Approvals, certified by the Secretary or Assistant Secretary of if any, with respect to such Originator;Loan Documents. (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization; (cv) A certificate of the Secretary or an Assistant Secretary of each Originator the Borrower certifying the names and names, true signatures and incumbency of the officers of the Borrower authorized on such Person’s behalf to sign this Agreement the Loan Documents to which it is, or is to be, a party, and the other Transaction Documents documents to be executed delivered hereunder and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));thereunder. (dvi) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy Copies of the Certificate of Incorporation (or comparable charter document) and by-laws of such Originatorthe Borrower, each duly together with all amendments thereto, certified by the Secretary or an Assistant Secretary of such Originatorthe Borrower. (vii) The Promissory Notes (if requested by any Lender pursuant to Section 3.01(d)), duly executed by the Borrower. (viii) Favorable opinions of: (A) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Assistant General Counsel of the Borrower, in substantially the form of Exhibit C; and (eB) Evidence ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Administrative Agent, in substantially the form of Exhibit D. (ix) A certificate of subsistence recently issued by the Pennsylvania Secretary of the Commonwealth with respect to the Borrower (or other evidence satisfactory to the Administrative Agent that the Borrower is a subsisting corporation in the Commonwealth of Pennsylvania). (x) Such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request. (b) All accrued and unpaid interest and fees payable by the Borrower under the Existing Credit Agreement shall have been paid in full. (c) The following statements shall be true and the Administrative Agent shall have received a certificate of a Senior Financial Officer of the Borrower, dated the Closing Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 7.01 of this Agreement are true and correct on and as of the execution Closing Date as though made on and delivery by each as of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (d) The Borrower shall have paid all fees under or referenced in Section 2.02 and all expenses referenced in Section 11.04(a), in each of the conditions precedent case to the executionextent then due and payable. (e) Any Governmental Approvals shall have been obtained and be in full force and effect. Any third party approvals necessary in connection with the Loan Documents and the transactions contemplated thereby shall have been obtained and be in full force and effect. All such Governmental Approvals and third party approvals, delivery if any, shall be in form and effectiveness of such other Transaction Documents has been satisfied substance satisfactory to the Company’s Administrative Agent and each Agent’s (as the Company’s assignees) satisfactionLenders.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that the Company and the each Agent Administrator (as the Company’s assignees's assignee) and each Group Purchaser Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent Administrator (as the Company’s assignees's assignee) and each Group Purchaser Agent: (a) A copy of the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent the Administrator (as the Company’s assignees's assignee) by the Secretary of State of the jurisdiction of such Originator’s 's organization; (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s 's behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent the Administrator (as the Company’s assignees's assignee) may conclusively rely until such time as the Servicer, the Company and each Agent the Administrator (as the Company’s assignees's assignee) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s 's and each Agent’s the Administrator's (as the Company’s assignees's assignee) satisfaction.

Conditions Precedent to Effectiveness of this Agreement. (a) The effectiveness of this Agreement (excluding Sections 7.7(c), 7.7(d), 7.8 and 7.15 hereof) is subject to the condition precedent that prior or contemporaneous receipt by the Company Administrative Agent and the Lenders of each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, of the following, each (unless otherwise indicated) dated on or before the Closing Date, and each of which shall be in form and substance reasonably satisfactory to the Company Administrative Agent and the each Agent (as the Company’s assignees) and each Group AgentLenders: (ai) A this Agreement duly executed; (ii) duly executed confirmation of the Security Documents signed by each Borrower (other than AT LLC), the Parent, each Restricted Subsidiary and the Verestar Entities; (iii) duly executed AT LLC Assumption Agreement; (iv) the loan certificate of AT LLC dated as of the Agreement Date, in substantially the form attached hereto as Exhibit I, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the resolutions Certificate of Formation and By-laws of AT LLC as in effect on the board Agreement Date, (B) certificates of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good good standing certificates for each Originator AT LLC issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State or similar state official for the state of formation of AT LLC and for each state in which AT LLC is required to qualify to do business, and (C) a true, complete and correct copy of the jurisdiction corporate resolutions of such Originator’s organizationthe member of AT LLC authorizing AT LLC to execute, deliver and perform the Loan Documents to which it is a party; (cv) A an officer's certificate confirming that the Certificate of Incorporation or Formation and the By-laws or operating or partnership agreement, as applicable, of each of the Secretary or Assistant Secretary of each Originator certifying Parent, the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement Borrowers and the other Transaction Documents Restricted Subsidiaries that were previously delivered to be executed the Administrative Agent or delivered in connection herewith or therewith are true, complete and delivered by it (correct copies of such document as in effect on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c))Agreement Date; (dvi) The certificate or articles legal opinions of incorporation or other organizational document of Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Borrowers, and the general counsel to the Borrowers, addressed to each Originator, together with a copy Lender and the Administrative Agent and dated as of the by-laws of such Originator, each duly certified Agreement Date; (vii) receipt by the Secretary Borrowers of all Necessary Authorizations, other than Necessary Authorizations the absence of which could not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the Knowledge of the Borrowers, threatened reversal or cancellation, and the Administrative Agent and the Lenders shall have received a certificate of an Assistant Secretary of such OriginatorAuthorized Signatory so stating; and (eviii) Evidence (i) of the execution and delivery by each of the parties thereto of each representations and warranties in Article 4 hereof are true and correct in all material respects as of the other Transaction Documents Agreement Date, and no Default or Event of Default then exists. (b) The effectiveness of Sections 7.7(c), 7.7(d), 7.8 and 7.15 hereof shall be subject to, in addition to be executed and delivered by it in connection herewith and (ii) that each the satisfaction of the conditions precedent to set forth in Section 3.1(a) hereof, the execution, delivery and effectiveness consummation of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionEscrow Corp. Merger.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective when each of the conditions precedent in this Section 4.3 has been satisfied on or before the Amended and Restated Closing Date. The effectiveness of this Agreement is shall be subject to the condition precedent that the Company Company, the Agent and the each Agent (as the Company’s assignees) and each Group Agent Insurer shall have received, on or before the Amended and Restated Closing Date, the following, each (unless otherwise indicated) dated on or before as of the Closing Datedate hereof, and each in form and substance reasonably satisfactory to the Company Company, the Agent and the each Agent (as the Company’s assignees) and each Group AgentInsurer: (a) A copy of the resolutions of the board Board of directors or managers Directors of each the Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such the Originator; (b) Good standing certificates A Certificate of Existence for each the Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Indiana Secretary of State of the jurisdiction of such Originator’s organizationState; (c) A certificate of the Secretary or Assistant Secretary of each the Originator certifying the names and true signatures of the officers authorized on such Personthe Originator’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the ServicerCompany, the Company Agent, the Insurer and each Agent the Servicer (as if other than the Company’s assigneesOriginator) may conclusively rely until such time as the ServicerCompany, the Company Agent, the Insurer and each Agent (as the Company’s assignees) Servicer shall receive from such Person the Originator a revised certificate meeting the requirements of this paragraph subsection (c)) ); (d) The certificate or articles of incorporation or other organizational document of each Originator, the Originator together with a copy of the by-laws of such the Originator, each duly certified as of the Amended and Restated Closing Date by the Secretary or an Assistant Secretary of such the Originator; and; (e) Copies of the proper financing statements (Form UCC-1) that are suitable for filing and name the Originator as the assignor and the Company as the assignee (and the Agent (for the benefit of the Secured Parties) as assignee of the Company) of the Receivables generated by the Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer’s, the Insurer’s or the Agent’s opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and Related Rights in which an ownership interest may be transferred to it hereunder; (f) A written search report as of a recent date from a Person satisfactory to Servicer, the Insurer and the Agent listing all effective financing statements that name the Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer, the Insurer and the Agent showing no evidence of such liens filed against the Originator; (g) Favorable opinions of ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., general counsel to the Originator and Ice ▇▇▇▇▇▇, special counsel to the Originator, concerning enforceability of this Agreement and certain other matters, and Ice ▇▇▇▇▇▇, concerning certain bankruptcy matters, and such other opinions as the Company, the Agent or the Insurer may reasonably request; (h) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, the Agent’s and each Agentthe Insurer’s satisfaction; and (as i) A certificate from an officer of the Company’s assignees) satisfactionOriginator to the effect that Servicer and the Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO AFC FUNDING CORPORATION PURSUANT TO AN AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 31, 2002 BETWEEN AUTOMOTIVE FINANCE CORPORATION AND AFC FUNDING CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO THE AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MAY 31, 2002, AMONG AFC FUNDING CORPORATION, AS SELLER, AUTOMOTIVE FINANCE CORPORATION, AS SERVICER, FAIRWAY FINANCE CORPORATION, AND SUCH OTHER ENTITIES FROM TIME TO TIME AS MAY BECOME PURCHASERS THEREUNDER, BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ CORP. AS AGENT AND PURCHASER AGENT FOR FAIRWAY FINANCE CORPORATION AND XL CAPITAL ASSURANCE INC., AS INSURER.”

Conditions Precedent to Effectiveness of this Agreement. The -------------------------------------------------------- effectiveness of this Agreement is subject to the condition precedent that prior or contemporaneous fulfillment of each of the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agentfollowing conditions: (a) A The Administrative Agent and the Banks shall have received each of the following: (i) this Agreement duly executed; (ii) the loan certificate of ATS dated as of the Agreement Date, in substantially the form attached hereto as Exhibit O, including a --------- certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the Certificate of Formation and Limited Partnership and Agreement of Limited Partnership of ATS as in effect on the Agreement Date, (B) certificates of good standing for ATS issued by the Secretary of State or similar state official for the state of formation of ATS and for each state in which ATS is required to qualify to do business and (C) a true, complete and correct copy of the corporate resolutions of the board general partner of directors or managers of each Originator approving ATS authorizing ATS to execute, deliver and perform this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such OriginatorLoan Documents; (biii) Good standing certificates for each Originator issued the loan certificate of ATS (Delaware) dated as of the Agreement Date, in substantially the form attached hereto as Exhibit P, --------- including a recent date acceptable certificate of incumbency with respect to each Authorized Signatory of such Person, together with the Company following items: (A) a true, complete and each Agent correct copy of the Certificate of Incorporation and By-laws of ATS (Delaware) as in effect on the Company’s assigneesAgreement Date, (B) certificates of good standing for ATS (Delaware) issued by the Secretary of State or similar state official for the state of incorporation of ATS (Delaware) and for each state in which ATS (Delaware) is required to qualify to do business, (C) a true, complete and correct copy of the jurisdiction corporate resolutions of such Originator’s organization; ATS (cDelaware) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names authorizing ATS (Delaware) to execute, deliver and true signatures of the officers authorized on such Person’s behalf to sign perform this Agreement and the other Transaction Documents Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to be executed and delivered by it the stock of ATS (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)Delaware); (div) The the loan certificate or articles of incorporation or other organizational document the Parent dated as of the Agreement Date, in substantially the form attached hereto as Exhibit Q, --------- including a certificate of incumbency with respect to each OriginatorAuthorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the byCertificate of Incorporation and By-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of Parent as in effect on the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfaction.Agreement Date,

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective when each of the conditions precedent in this SECTION 4.3 has been satisfied on or before the Amended and Restated Closing Date. The effectiveness of this Agreement is shall be subject to the condition precedent that the Company Company, the Agent and the each Agent (as the Company’s assignees) and each Group Agent Insurer shall have received, on or before the Amended and Restated Closing Date, the following, each (unless otherwise indicated) dated on or before as of the Closing Datedate hereof, and each in form and substance reasonably satisfactory to the Company Company, the Agent and the each Agent (as the Company’s assignees) and each Group AgentInsurer: (a) A copy of the resolutions of the board Board of directors or managers Directors of each the Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such the Originator; (b) Good standing certificates A Certificate of Existence for each the Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Indiana Secretary of State of the jurisdiction of such Originator’s organizationState; (c) A certificate of the Secretary or Assistant Secretary of each the Originator certifying the names and true signatures of the officers authorized on such Person’s the Originator's behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the ServicerCompany, the Company Agent, the Insurer and each Agent the Servicer (as if other than the Company’s assigneesOriginator) may conclusively rely until such time as the ServicerCompany, the Company Agent, the Insurer and each Agent (as the Company’s assignees) Servicer shall receive from such Person the Originator a revised certificate meeting the requirements of this paragraph SUBSECTION (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, the Originator together with a copy of the by-laws of such the Originator, each duly certified as of the Amended and Restated Closing Date by the Secretary or an Assistant Secretary of such the Originator; and; (e) Copies of the proper financing statements (Form UCC-1) that are suitable for filing and name the Originator as the assignor and the Company as the assignee (and the Agent (for the benefit of the Secured Parties) as assignee of the Company) of the Receivables generated by the Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's, the Insurer's or the Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which an ownership interest may be transferred to it hereunder; (f) A written search report as of a recent date from a Person satisfactory to Servicer, the Insurer and the Agent listing all effective financing statements that name the Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing SUBSECTION (e), together with copies of such financing statements (none of which, except for those described in the foregoing SUBSECTION (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer, the Insurer and the Agent showing no evidence of such liens filed against the Originator; (g) Favorable opinions of ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., general counsel to the Originator and Ice ▇▇▇▇▇▇, special counsel to the Originator, concerning enforceability of this Agreement and certain other matters, and Ice ▇▇▇▇▇▇, concerning certain bankruptcy matters, and such other opinions as the Company, the Agent or the Insurer may reasonably request; (h) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s 's, the Agent's and each Agent’s the Insurer's satisfaction; and (as i) A certificate from an officer of the Company’s assignees) satisfactionOriginator to the effect that Servicer and the Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO AFC FUNDING CORPORATION PURSUANT TO AN AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 31, 2002 BETWEEN AUTOMOTIVE FINANCE CORPORATION AND AFC FUNDING CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO THE AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MAY 31, 2002, AMONG AFC FUNDING CORPORATION, AS SELLER, AUTOMOTIVE FINANCE CORPORATION, AS SERVICER, FAIRWAY FINANCE CORPORATION, AND SUCH OTHER ENTITIES FROM TIME TO TIME AS MAY BECOME PURCHASERS THEREUNDER, BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ CORP. AS AGENT AND PURCHASER AGENT FOR FAIRWAY FINANCE CORPORATION AND XL CAPITAL ASSURANCE INC., AS INSURER."

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of Existing Credit Agreement shall be amended and restated pursuant to this Agreement is subject to upon the condition precedent that prior or concurrent satisfaction of all of the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agentfollowing conditions precedent: (a) A the conditions precedent set forth in Section 12.1 have been fulfilled; (b) each Obligor has executed and delivered to the Administrative Agent the Credit Documents (including, in respect of any Credit Documents delivered pursuant to the Existing Credit Agreement, confirmation thereof) to which it is a party; (c) each relevant Subsidiary of the Borrower has executed and delivered to the Administrative Agent (i) the Postponement and Subordination Undertaking in form and substance satisfactory to the Administrative Agent and (ii) to the extent necessary in connection with the issuance of a Letter for and on behalf of a Subsidiary of the Borrower, a reimbursement instrument in the form of Schedule M hereto; (d) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent: (i) a duly certified copy of the resolutions articles of incorporation and by-laws or comparable documents of each Obligor; (ii) a certificate of status or good standing for each Obligor issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated (other than with respect to any Obligor whose jurisdiction of incorporation does not customarily offer such certificates); (iii) a duly certified copy of the resolution of the board of directors or managers (and, where applicable, of the shareholders) of each Originator approving Obligor authorizing it to execute, deliver and perform its obligations under the Finance Documents to which it is a signatory; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Finance Documents to which it is a signatory; (v) a certificate of a senior officer of the Borrower, in such capacity, certifying that, to the best of its knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the execution and delivery of this Agreement and the other Transaction Security Documents referenced at Section II of Schedule K hereto; (vi) an opinion or opinions of counsel to be each Obligor, addressed to the Finance Parties, the Administrative Agent and its counsel, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents dated on or about the date hereof to which such Obligor is a party in the jurisdiction of incorporation of such Obligor and in the Province of Ontario continuing perfection under the Security Documents executed and delivered by it prior to the date hereof and such other matters as the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such OriginatorFinance Parties may reasonably request; (bvii) Good standing certificates for each Originator issued a list of Approved Unrestricted Investments as of a recent at the date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery of this Agreement; (viii) a Perfection Certificate for the Borrower in form and substance satisfactory to the Administrative Agent signed by each a senior officer of the parties thereto of each Borrower in relation to the New Afton Property; and (ix) a Perfection Certificate for the Borrower in form and substance satisfactory to the Administrative Agent signed by a senior officer of the other Transaction Documents Borrower in relation to be the Rainy River Property; (e) the Borrower shall have paid to the Lead Arrangers, the Administrative Agent and the Lenders all fees and expenses due and owing pursuant to the Fee Letters and the Borrower shall have paid all reasonable fees and disbursements of counsel to the Finance Parties; (f) the Borrower has sold all of the issued and outstanding Shares in the capital of NewGold Mesquite Inc. to Solius AcquireCo Inc. and the Administrative Agent has received satisfactory evidence that Solius AcquireCo Inc. has wired to the Borrower’s account number 03020 88550 13 no less than $158,000,000 cash as consideration for such sale; and (g) the Borrower has executed and delivered by it an executed irrevocable direction and authorization to the Administrative Agent authorizing and instructing the Administrative Agent to pay a portion of the proceeds received pursuant to the wire referenced in connection herewith Section 12.2(f); (A) as a prepayment of the Credit Facility pursuant to Section 9.2 such that no more than $225,000,000 shall be outstanding under the Credit Facility thereafter; (B) a pledge of $781,693 of cash collateral as collateral security for the Letters referenced in Schedule N hereto issued on behalf of Western Mesquite Mines Inc.; and (iiC) that each in settlement of the conditions precedent fees payable pursuant to the execution, delivery Upfront Fee Letter and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionArranger Fee Letter.

Conditions Precedent to Effectiveness of this Agreement. The This Agreement shall become effective as of the Closing Date, contemporaneously with effectiveness of this Agreement is subject to the condition precedent Assignment Agreement, provided that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, received on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably (including the date thereof) satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agent: (a) A copy Counterparts of the Agreement, the Fee Letter, the Performance Guaranty, the Canadian Purchase and Sale Agreement, the Euro Purchase and Sale Agreement, the U.S. Purchase and Sale Agreement, the Lock-Box Agreements, the Assignment Agreement, the Collection Account Agreements, the Account Pledge Agreements, the Intercreditor Agreement and the other Transaction Documents, signed by the parties thereto. (b) Certified copies of (i) the resolutions of the board Board of directors Directors (or managers the shareholders, as applicable) of each Seller, Servicer and Originator approving authorizing the execution, delivery, and performance by such Seller, Servicer or Originator, as the case may be, of the Transaction Documents to which they are a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents to be executed and delivered by it (iii) the certificate of incorporation, by-laws or articles of association (Satzung) (or other constituent documents) of each Seller, Servicer and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization;. (c) A certificate of the Secretary or Assistant Secretary (or the managing director(s) (Geschäftsführer), as applicable) of each Seller, Servicer and Originator certifying the names and true signatures of the its officers authorized on such Person’s behalf to sign this the Agreement and the other Transaction Documents to be executed which it is a party. Until the Agent receives a subsequent incumbency certificate from a Seller, Servicer or Originator in form and delivered by it (on which certificate substance satisfactory to the ServicerAgent, the Company and each Agent (shall be entitled to rely on the last such certificate delivered to it by such Seller, Servicer or Originator, as the Company’s assignees) case may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));be. (d) The certificate Good standing certificates (or articles solvency certificates by the managing director(s) (Geschäftsführer), as applicable) with respect to each Seller, Originator and Servicer issued by the Secretaries of incorporation State (or other organizational document of each Originator, together with a copy comparable office) of the by-laws jurisdiction of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andPerson’s organization. (e) Evidence Financing statements or amendments thereto (or any equivalent filings or recordings in the relevant jurisdiction) duly filed on or before the Closing Date under the UCC, PPSA or the equivalent (if any) of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests of the Purchaser contemplated by the Agreement and other Transaction Documents. (f) UCC financing statements, amendments thereto or termination statements, if any, necessary to release or assign to the Purchaser all ownership interests, security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Seller or Originator. (g) Completed UCC requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (e) above that name the Cayman Seller or the U.S. Seller as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Agent may request, showing no such liens on any of the Receivables, Contracts or Related Security. (h) Favorable opinions or reliance letters of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, in form and substance acceptable to the Agent, as to corporate, enforceability, UCC and such other matters (including absence of conflict with the Credit Agreement) as the Agent may reasonably request. (i) Favorable opinions or reliance letters of Noerr LLP, Torys LLP and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, in form and substance acceptable to the execution Agent, as to true sale and delivery by each of non-consolidation matters, as the parties thereto of each of Agent may reasonably request. (j) A pro-forma Monthly Report. (k) Any amounts payable on or prior to the other Transaction Documents Closing Date under, and in accordance with the terms of, the Fee Letter shall have been paid in full. (l) In the event that any lender, purchaser or agent under any debt or purchase facility to be executed and delivered by it in connection herewith and (ii) that each of which an Originator or the conditions precedent Servicer is a party must consent to the execution, delivery and effectiveness or performance of such other the Transaction Documents by such Originator or such Servicer, or to the consummation of any of the transactions contemplated thereby, evidence that such consent has been satisfied obtained. (m) Internal credit approval of ▇▇▇▇▇ with respect to the Company’s transactions contemplated hereby. (n) Receipt by the Agent of the most recent audit (the “Field Exam”) of the performance of the Sellers, the Servicers and the Originators hereunder and under each Agent’s of the related Transaction Documents performed by Protivity Inc. (“Protivity”) and confirmation from Protivity to the effect that the Agent and the Purchaser shall be entitled to rely upon the Field Exam. (o) Such other approvals, opinions or documents as the Company’s assignees) satisfactionAgent may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is on the Original Agreement Date was subject to the condition precedent that prior or contemporaneous fulfillment (in the Company and reasonable opinion of the each Administrative Agent) or, if applicable, receipt by the Administrative Agent (as the Company’s assignees) and in each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each case in form and substance reasonably satisfactory to the Company Administrative Agent and the Lenders) of each Agent (as of the Company’s assignees) and each Group Agentfollowing: (a) A this Agreement duly executed by all relevant parties; (b) a loan certificate of the Company dated as of the Original Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Company, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Company as in effect on the Original Agreement Date, (ii) a certificate of good standing for the Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the board Company authorizing it to execute, deliver and perform each of directors or managers of each Originator approving this Agreement and the other Transaction Loan Documents to be executed and delivered by which it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of is a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organizationparty; (c) A certificate legal opinions of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf (i) ▇▇▇▇▇▇▇ Procter LLP, special counsel to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Company’s assignees) may conclusively rely until such time , addressed to each Lender and the Administrative Agent and dated as of the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c))Original Agreement Date; (d) The certificate receipt by the Company of all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or articles in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of incorporation this Agreement, that have been obtained or other organizational document of each Originatormade, together with a copy are in full force and effect and are not subject to any pending or, to the knowledge of the by-laws of such OriginatorCompany, each duly certified threatened reversal or cancellation; (e) receipt by the Secretary Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or an Assistant Secretary that such amounts shall be paid with the proceeds from Advances hereunder) and that the commitments of the lenders under the 364-Day Loan Agreement have been terminated (or will be terminated simultaneously with the effectiveness of this Agreement); (f) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Original Agreement Date, and no Default then exists; (g) the documentation that the Administrative Agent and the Lenders are required to obtain from the Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such OriginatorAct or the Patriot Act that contain document collection requirements that apply to the Administrative Agent; (h) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication Agent, the Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (i) the Company shall have paid all accrued and unpaid fees and expenses of JPMorgan Chase Bank, N.A. and the Lenders under the Existing Credit Agreement; (j) audited consolidated financial statements for the three years ended December 31, 2013, in each case of the Company and its Subsidiaries; and (ek) Evidence a certificate of the president, chief financial officer or treasurer of the Company as to the financial performance of the Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ij) of the execution and delivery by each this Section 3.1 in respect of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfaction2013 financial year.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective as of this Agreement is subject to the condition precedent Closing Date, provided that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, received on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably (including the date thereof) satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agent: (a) A copy Counterparts of the Agreement, the Fee Letter, the Performance Guaranty, the Lock-Box Agreements, the Collection Account Agreements, the Intercreditor Agreements and the other Transaction Documents, signed by the parties thereto. (b) Certified copies of (i) the resolutions of the board Board of directors Directors (or managers the shareholders, as applicable) of each the Seller, Servicer and Originator approving authorizing the execution, delivery, and performance by the Seller, Servicer or Originator, as the case may be, of the Transaction Documents to which they are a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents to be executed and delivered by it and (iii) the transactions contemplated hereby and therebycertificate of incorporation, certified by the Secretary by-laws or Assistant Secretary articles of such Originator; association (bor other constituent documents) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Seller, Servicer and Originator’s organization;. (c) A certificate of the Secretary or Assistant Secretary (or the managing director(s), as applicable) of each the Seller, Servicer and Originator certifying the names and true signatures of the its officers authorized on such Person’s behalf to sign this the Agreement and the other Transaction Documents to be executed which it is a party. Until the Agent receives a subsequent incumbency certificate from the Seller, Servicer or Originator in form and delivered by it (on which certificate substance satisfactory to the ServicerAgent, the Company and each Agent (shall be entitled to rely on the last such certificate delivered to it by the Seller, Servicer or Originator, as the Company’s assignees) case may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));be. (d) The certificate Good standing certificates with respect to the Seller, any Originator and the Servicer issued by the Secretaries of State (or articles of incorporation or other organizational document of each Originator, together with a copy comparable office) of the by-laws jurisdiction of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andPerson’s organization. (e) Evidence Financing statements or amendments thereto (ior any equivalent filings or recordings in the relevant jurisdiction) duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests of the execution Purchaser contemplated by this Agreement and delivery by each of the parties thereto of each of the other Transaction Documents Documents. (f) UCC financing statements, amendments thereto or termination statements, if any, necessary to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent release or assign to the executionPurchaser all ownership interests, delivery security interests and effectiveness other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller or Originator. (g) Favorable opinions of external counsel to the Seller in form and substance acceptable to the Agent, as to corporate, enforceability, UCC and such other Transaction Documents has been satisfied matters (including absence of conflict with the Senior Credit Agreement) as the Agent may reasonably request. (h) Favorable opinions of external counsel to the Company’s Seller in form and each substance acceptable to the Agent’s (, as to true sale and non-consolidation matters, as the Company’s assignees) satisfactionAgent may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Second Restatement Date is subject to the condition satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent that (the Company and date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the each Agent “Second Restatement Date”): (as a) The Administrative Agent’s receipt (or, in the Companycase of the FILO Fee Letter, the FILO Documentation Agent’s assigneesreceipt) and each Group Agent shall have received, on or before the Closing Date, of the following, each of which shall be originals or facsimiles or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (in each case followed promptly by originals) unless otherwise indicated) dated on or before specified, each properly executed by a Responsible Officer of the Closing Date, and signing Loan Party each in form and substance reasonably satisfactory to the Company and the each Administrative Agent (as or, in the Company’s assigneescase of the FILO Fee Letter, the FILO Documentation Agent) and each Group Agentits legal counsel: (ai) A copy executed counterparts of this Agreement, the Collateral Documents, the Ratification Agreement and the FILO Fee Letter; (ii) a Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Revolving Credit Note at least one (1) Business Day in advance of the resolutions Second Restatement Date; (iii) evidence that all UCC financing statements required by Law to be filed, registered or recorded to create or perfect the Lien of the board Collateral Agent on the Collateral have been so filed, registered or recorded; (iv) such certificates of directors or managers good standing from the applicable secretary of state of the state of organization of each Originator approving Loan Party, copies of each Loan Party’s Constituent Documents, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the authority of each Loan Party to enter into this Agreement and the other Transaction Loan Documents to be executed and delivered by it which such Loan Party is a party and the transactions contemplated hereby identity, authority and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary capacity of each Originator certifying the names and true signatures of the officers Responsible Officer thereof authorized on such Person’s behalf to sign act as a Responsible Officer in connection with this Agreement and the other Transaction Loan Documents to which such Loan Party is a party or is to be a party on the Second Restatement Date; (v) an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, and an opinion from ▇▇▇▇▇ Day, Ohio counsel to the Loan Parties; (vi) a certificate from a Responsible Officer of the Borrower reasonably satisfactory in form and substance to the Administrative Agent and the FILO Documentation Agent, certifying that as of the Second Restatement Date and after giving effect to the Second Restatement Transactions (i) the Borrower and its Subsidiaries, on a consolidated basis, are Solvent, and (ii) since the Petition Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect (other than customary events or circumstances which resulted from the commencement of the Chapter 11 Cases); (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents as of the Second Restatement Date, has been obtained and is in effect and that the Collateral Agent has been named as lender loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (viii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (ix) a Borrowing Base Certificate, certified as complete and correct in all material respects, which calculates the Borrowing Base as of the last Business Day of the most recent week ended prior to the Second Restatement Date; and (x) to the extent not previously delivered in connection with the Existing Credit Agreement, copies of Credit Card Notifications which have been executed and on behalf of such Loan Party to be delivered by it to such Loan Party’s Credit Card Processors listed on Schedule 8.12. (on which certificate b) All (x) accrued interest due in respect of the ServicerLoans outstanding under the Existing Credit Agreement immediately prior to the Second Restatement Date shall have been paid (or shall have been caused to be paid), (y) fees due to the Administrative Agent, the Company FILO Documentation Agent and each Agent the Lenders shall have been paid (as or shall have been caused to be paid), and (z) expenses to be paid or reimbursed to the Company’s assignees) may conclusively rely until such time as the ServicerAdministrative Agent, the Company FILO Documentation Agent and each Agent the Lenders that have been invoiced at least one (as 1) Business Day prior to the Company’s assignees) Second Restatement Date shall receive from such Person a revised certificate meeting the requirements of this paragraph have been paid (or shall have been caused to be paid). (c) The DIP Order shall be in full force and effect (without any adverse modification as to the treatment of the Existing Obligations and Liens under the Existing Credit Agreement and without any other material modification except as approved in writing by all of the Lenders));, and no Cash Collateral Termination Event shall have occurred thereunder. (d) The certificate Confirmation Order, authorizing the Loan Parties to execute, deliver, and perform their obligations under this Agreement and the other Loan Documents (including the payment of all fees with respect hereto and thereto), shall have been entered on or articles of incorporation before the date that is fifty (50) days following the Petition Date, shall be in full force and effect and shall not have been (i) stayed, reversed, vacated, amended, supplemented or other organizational document of each Originator, together with a copy otherwise modified in any manner that could be reasonably expected to adversely affect the interests of the by-laws Administrative Agent, the FILO Documentation Agent or the Lenders or (ii) the subject of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andappeal. (e) Evidence (i) of The Intercreditor Agreement and the execution and delivery by each of the parties thereto of each of the other Transaction Documents Term Facility Documentation required to be delivered under the Term Facility Credit Agreement on the Second Restatement Date shall have been duly executed and delivered by it each party thereto, and shall be in connection herewith full force and effect. (iif) that each The Second Restatement Transactions, including the Approved Plan and all transactions contemplated therein or in the Confirmation Order to occur on the effective date of the conditions precedent Approved Plan, shall have been (or concurrently with the occurrence of the Second Restatement Date, shall be) substantially consummated in accordance with applicable Law, the Court, and the Bankruptcy Code. (g) The Administrative Agent, the FILO Documentation Agent and the Lenders shall have received an updated business plan reasonably satisfactory to the executionLenders and in a form reasonably consistent with the business plan received prior to the filing of the Chapter 11 Cases. (h) The FILO Lenders shall have entered into an agreement among lenders substantially in the form of the agreement among lenders with respect to the Existing Credit Agreement. (i) The existing executory contract between the Borrower and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Retail Partners, delivery LLC (the “GBRP Consulting Agreement”), and effectiveness the existing executory contract between the Borrower and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Realty Services, LLC (the “GBRS Consulting Agreement” and, together with the GBRP Consulting Agreement, the “GB Consulting Agreements”), shall be assumed on the effective date of the Approved Plan, and the GBRP Consulting Agreement shall be amended by that certain First Amendment to Services Agreement dated as of the Second Restatement Date. (j) Liquidity as of the Second Restatement Date shall be no less than $65,000,000, after giving effect to all amounts advanced (or deemed advanced) under this Agreement on the Second Restatement Date and all payments authorized to be made pursuant to the Approved Plan on or about the Second Restatement Date. (k) The Lenders shall have received at least three (3) Business Days prior to the Second Restatement Date all documentation and other information reasonably requested in writing by them at least ten (10) Business Days prior to the Second Restatement Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (l) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Second Restatement Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (m) No Default or Event of Default shall exist or would result from the Second Restatement Transactions. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Transaction Documents has been satisfied matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Company’s and each Agent’s (as the Company’s assignees) satisfactionproposed Second Restatement Date specifying its objection thereto.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is shall be subject to the condition precedent that the Company and the each Agent (as the Company’s assignees) and each Group Administrative Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company Administrative Agent and its counsel, each of the each Agent (as the Company’s assignees) and each Group Agentfollowing: (a) A copy executed originals of the resolutions of the board of directors or managers of each Originator approving this Agreement and the Notes; (b) executed originals of the Guaranties, the Security Agreements, the IP Security Agreements, the Stock Pledge Agreement, the Mortgage Documents (or confirmations and amendments thereof, as applicable) and any other Transaction Documents agreement and documents required by Administrative Agent; (c) Solvency certificates executed by such Person(s) or entity(ies) as the Administrative Agent may require, in the form presented to be the Borrowers by the Administrative Agent; (d) certificates executed by such person(s) or entity(ies) as the Administrative Agent may require, in the form presented to the Borrowers by the Administrative Agent; (e) evidence that the Collateral is free and clear of all encumbrances and rights of others (except as otherwise permitted herein) and that the security interests and liens in favor of the Administrative Agent, for itself and on behalf of the Lenders are valid, enforceable, properly perfected in a manner acceptable to the Administrative Agent and prior to all others’ rights and interests, other than those expressly consented to in writing by the Administrative Agent; (i) a copy of each Borrower’s formation documents (e.g. Articles of Organization, Certificate of Formation) certified by the Secretary of State of such entity’s jurisdiction of organization of reasonably recent date, if requested by the Administrative Agent, and (ii) a certificate of good standing for each from its state of formation and from any other state in which any such entity is required to qualify to conduct its business, if requested by the Administrative Agent; (g) a Secretary/Manager’s certificate with respect to each Borrower and each Guarantor with respect to its form of organization, all corporate or other appropriate action taken by each of the Borrowers and Guarantors authorizing the execution and delivery of this Agreement, the Notes, the Hedging Contracts, the Collateral Documents, all other documents executed and delivered by it in connection with the Loans, and the transactions contemplated hereby and thereby, certified by confirming the Secretary or Assistant Secretary authority and providing specimen signatures of the representatives of the executing such Originatordocuments; (bh) Good standing certificates for each Originator issued of insurance endorsement reflecting a lender’s loss payable endorsement in favor of the Administrative Agent, the Lenders and the Swingline Lender or naming the Administrative Agent, the Lenders and the Swingline Lender as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) an additional insured executed by the Secretary of State Borrowers’ insurer of the jurisdiction Collateral, or its agent, and indicating compliance with the insurance requirements set forth in Section 11.2 of such Originator’s organizationthis Agreement; (ci) a certificate for each Borrower dated the date of this Agreement signed by an appropriate representative of such entity (i) certifying that the Buffalo Wild Wings Documents and Bagger Dave’s Documents (as appropriate) are in full force and effect, (ii) certifying that the Borrower is a Buffalo Wild Wings franchisee or Bagger Dave’s franchisee (as appropriate) in good standing; (iii) identifying all locations of the Collateral, and (iv) certifying that no material default has occurred and is continuing under the Franchise Documents, all as of the date of this Agreement; (j) evidence that any existing Indebtedness required by the Administrative Agent to be repaid in full has been, or will be, repaid and any related credit facility terminated or cancelled, as the case may be, on or before the Closing Date; (k) a signed copy of an authority and enforceability opinion of counsel for the Borrowers and Guarantors reasonably satisfactory to Administrative Agent; (l) A certificate certification from an officer of the Secretary or Assistant Secretary Borrowers as to the financial condition and solvency of (i) each Originator certifying entity constituting the names Borrowers, and true signatures of (ii) all entities constituting the officers authorized on such Person’s behalf Borrowers and their subsidiaries, taken as a whole (in each case, after giving effect to sign this Agreement the transactions contemplated hereby and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements incurrence of this paragraph (c)indebtedness related thereto); (dm) The title insurance policies and endorsements covering the Fee Mortgages, in form and substance satisfactory to the Administrative Agent; (n) a proforma compliance certificate or articles of incorporation or other organizational document of each Originator, together with a copy dated as of the by-laws Closing Date demonstrating compliance with all of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andfinancial covenants contained herein; (eo) Evidence payoff letters related to the Borrowers’ outstanding indebtedness thereto in form and substance satisfactory to Administrative Agent; (ip) such other documents as Administrative Agent may reasonably request in order to effect fully the purposes and intent of the execution parties to this Agreement; (q) copies of Franchise Agreements and delivery by Development Agreements for each of the parties thereto of each Borrowers that have a Franchise Agreement with Buffalo Wild Wings or Bagger Dave’s; (r) a signed certificate of the other Transaction Documents to be executed Borrowers and delivered by it in connection herewith and (ii) Guarantors certifying that each no material litigation exists as of the conditions precedent Closing Date and that no material charges have occurred to the executionbusiness or assets of any of them since December 31, delivery 2013; (s) a signed agreement with Buffalo Wild Wings (in form and effectiveness of such other Transaction Documents has been satisfied substance satisfactory to the Company’s Administrative Agent) confirming and each Agent’s (as the Company’s assignees) satisfactionamending a document titled “Franchisor Agreement” dated September 25, 2012.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective as of this Agreement is subject to the condition precedent that date first above written upon the Company and satisfaction of all of the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agentfollowing conditions precedent: (a) A copy of the resolutions of the board of directors or managers of each Originator approving this This Agreement and the other Transaction Documents to be shall have been duly executed and delivered by it the Company and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such OriginatorBanks; (b) Good standing certificates No Event of Default or event that, but for each Originator issued as the lapse of a recent date acceptable to time or service of notice or both, would constitute an Event of Default under the Company 2001 Credit Agreement shall have occurred and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organizationbe continuing; (c) A certificate Bank One shall have received: (i) a B Note payable to each Bank in the amount of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c))its Commitment; (dii) The certificate or articles of incorporation or other organizational document of each Originatorthe Security Agreement, duly executed by the Company, together with a copy such lien searches and Uniform Commercial Code Financing Statements as the Agent may reasonably require; (iii) the Consent and Agreement, duly executed by IP&L; (iv) copies (which may be photocopies) of the by-laws of such Originatorexecuted Depositary Agreement, each duly certified by the Secretary or an Assistant Secretary of the Company to be true, correct and complete copies thereof; (v) an Acknowledgement in the form of Exhibit H hereto, duly executed and delivered by the Depositary, with regard to the Depositary Agreement (the "DEPOSITARY ACKNOWLEDGEMENT"); (vi) a Third Amendment to the Fuel Lease in the form of Exhibit I hereto (the "FUEL LEASE AMENDMENT"), duly executed and delivered by the Company and IP&L. (vii) certificates of good standing of the Company and IP&L from the respective Secretaries of State of Delaware and Iowa listing all charter documents on file and dated as of recent dates; (viii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Effective Date certifying: (1) that attached thereto are true and complete copies of the By-laws of the Company as in effect on the date of the meeting of the Board of Directors referred to in the resolutions specified in clause (2) below, and on the date of such Originatorcertification, and of the Articles of Incorporation of the Company as in effect on such dates; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement, the Depositary Agreement, the Security Agreement (and any financing statements required in connection therewith), the Notes, the Fuel Lease Amendment, the Depository Acknowledgement and the designation of the Depositary as depositary and agent in respect of the A Notes, and that such resolutions are in full force and effect and have not been rescinded or revoked ; and (e3) Evidence the incumbency and specimen signature of each officer of the Company executing this Agreement, the Depositary Agreement, the Security Agreement, the Notes, the Fuel Lease Amendment, the Depository Acknowledgement and any certificates or instruments furnished pursuant hereto and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in Section 4.01(f); (iix) a certificate of the Secretary or an Assistant Secretary of IP&L dated the Effective Date and certifying: (1) that attached thereto are full, true and correct copies of the By-laws of IP&L as in effect on the date of the meeting of the Board of Directors referred to in the resolutions specified in clause (2) below, and on the date of such certification, and of the Articles of Incorporation of IP&L as in effect on such dates; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of IP&L authorizing the execution and delivery by each of the parties thereto Consent and Agreement and the Fuel Lease Amendment, and that such resolutions are in full force and effect and have not been rescinded or revoked; and (3) the incumbency and specimen signature of each officer of IP&L executing the Consent and Agreement, the Fuel Lease Amendment and any certificates or instruments furnished pursuant hereto or thereto and certification by another officer of IP&L as to the incumbency and signature of the officer signing the certificate referred to in Section 4.01(f); (x) the favorable written opinion of Loeb & Loeb, counsel for the Company, dated the Effective Date, addressed to the Agent, the Collateral Agent and the Banks and satisfactory in form and substance to the Agent and its counsel; (xi) the favorable written opinion of Foley & Lardner, counsel to IP&L, dated the Effective Date, ▇▇▇▇ess▇▇ ▇▇ ▇he Agent, the Collateral Agent and the Banks and satisfactory in form and substance to the Agent and its counsel; (xii) such other Transaction Documents documents as the Agent or its counsel may reasonably request; (d) the Depositary Agreement shall be in full force and effect without amendment or modification thereof, except as approved in writing by the Agent; (e) the Fuel Lease shall be in full force and effect without amendment or modification thereof except as approved in writing by the Agent; and (f) the Agent shall have received a certificate, dated the Effective Date and signed by an officer of the Company, such certificate to be executed substantially in the form of Exhibit A hereto, and the Company shall cause to be delivered to the Agent a certificate, dated the Effective Date and signed by it a responsible officer of IP&L, such certificate to be substantially in connection herewith and the form of Exhibit B hereto. Each request (iiother than the first request) that each by the Company for an Extension of Credit hereunder shall constitute a reaffirmation by the Company as of the conditions precedent to the execution, delivery and effectiveness date of such other Transaction Documents has been satisfied borrowing that such certificate of an officer of the Company is true and correct on and as of such date and confirmation that the Company does not have any knowledge of any incorrect statement on and as of such date in such certificate of an officer of IP&L furnished pursuant to the Company’s and each Agent’s (as the Company’s assignees) satisfactionthis Section 4.01(f).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is shall be subject to the condition precedent that the Company and the each Agent (as the Company’s assignees) and each Group Administrative Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company Administrative Agent and its counsel, each of the each Agent (as the Company’s assignees) and each Group Agentfollowing: (a) A copy executed originals of the resolutions of the board of directors or managers of each Originator approving this Agreement and the Notes; (b) executed originals of the Guaranties, the Security Agreements, the IP Security Agreements, the Stock Pledge Agreement, the Mortgage Documents and any other Transaction Documents agreement and documents required by Administrative Agent; (c) Solvency certificates executed by such Person(s) or entity(ies) as the Administrative Agent may require, in the form presented to be the Borrowers by the Administrative Agent; (d) certificates executed by such person(s) or entity(ies) as the Administrative Agent may require, in the form presented to the Borrowers by the Administrative Agent; (e) evidence that the Collateral is free and clear of all encumbrances and rights of others (except as otherwise permitted herein) and that the security interests and liens in favor of the Administrative Agent, for itself and on behalf of the Lenders are valid, enforceable, properly perfected in a manner acceptable to the Administrative Agent and prior to all others’ rights and interests, other than those expressly consented to in writing by the Administrative Agent; (i) a copy of each Borrower’s formation documents (e.g. Articles of Organization, Certificate of Formation) certified by the Secretary of State of such entity’s jurisdiction of organization of reasonably recent date, if requested by the Administrative Agent, and (ii) a certificate of good standing for each from its state of formation and from any other state in which any such entity is required to qualify to conduct its business, if requested by the Administrative Agent; (g) a Secretary/Manager’s certificate with respect to each Borrower and each Entity Guarantor with respect to its form of organization, all corporate or other appropriate action taken by each of the Borrowers and Entity Guarantors authorizing the execution and delivery of this Agreement, the Notes, the Hedging Contracts, the Collateral Documents, all other documents executed and delivered by it in connection with the Loans, and the transactions contemplated hereby and thereby, certified by confirming the Secretary or Assistant Secretary authority and providing specimen signatures of the representatives of the executing such Originatordocuments; (bh) Good standing certificates for each Originator issued of insurance endorsement reflecting a lender’s loss payable endorsement in favor of the Administrative Agent, the Lenders and the Swingline Lender or naming the Administrative Agent, the Lenders and the Swingline Lender as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) an additional insured executed by the Secretary of State Borrowers’ insurer of the jurisdiction Collateral, or its agent, and indicating compliance with the insurance requirements set forth in Section 11.2 of such Originator’s organizationthis Agreement; (ci) a certificate for each Borrower dated the date of this Agreement signed by an appropriate representative of such entity (i) certifying that the Buffalo Wild Wings Documents and Bagger Dave’s Documents (as appropriate) are in full force and effect, (ii) certifying that the Borrower is a Buffalo Wild Wings franchisee or Bagger Dave’s franchisee (as appropriate) in good standing; (iii) identifying all locations of the Collateral, and (iv) certifying that no material default has occurred and is continuing under the Franchise Documents, all as of the date of this Agreement; (j) evidence that any existing Indebtedness required by the Administrative Agent to be repaid in full has been, or will be, repaid and any related credit facility terminated or cancelled, as the case may be, on or before the Closing Date; (k) a signed copy of an authority and enforceability opinion of counsel for the Borrowers and Entity Guarantors reasonably satisfactory to Administrative Agent; (l) A certificate certification from an officer of the Secretary or Assistant Secretary Borrowers as to the financial condition and solvency of (i) each Originator certifying entity constituting the names Borrowers, and true signatures of (ii) all entities constituting the officers authorized on such Person’s behalf Borrowers and their subsidiaries, taken as a whole (in each case, after giving effect to sign this Agreement the transactions contemplated hereby and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements incurrence of this paragraph (c)indebtedness related thereto); (dm) The title insurance policies and endorsements covering the Fee Mortgages, in form and substance satisfactory to the Administrative Agent; (n) a proforma compliance certificate or articles of incorporation or other organizational document of each Originator, together with a copy dated as of the by-laws Closing Date demonstrating compliance with all of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andfinancial covenants contained herein; (eo) Evidence payoff letters related to the Borrowers’ outstanding indebtedness thereto in form and substance satisfactory to Administrative Agent; (ip) such other documents as Administrative Agent may reasonably request in order to effect fully the purposes and intent of the execution parties to this Agreement; (q) copies of Franchise Agreements and delivery by Development Agreements for each of the parties thereto of each Borrowers that have a Franchise Agreement with Buffalo Wild Wings or Bagger Dave’s; (r) a signed certificate of the other Transaction Documents to be executed Borrowers and delivered by it in connection herewith and (ii) Entity Guarantors certifying that each no material litigation exists as of the conditions precedent Closing Date and that no material charges have occurred to the executionbusiness or assets of any of them since December 31, delivery 2011; (s) a signed agreement with Buffalo Wild Wings (in form and effectiveness of such other Transaction Documents has been satisfied substance satisfactory to the Company’s Administrative Agent) confirming and each Agent’s (as the Company’s assignees) satisfactionamending a document titled “Franchisor Agreement” dated September 25, 2012.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that the Company Purchaser and the each Agent (as the CompanyPurchaser’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company Purchaser and the each Agent (as the CompanyPurchaser’s assignees) and each Group Agent: (a) A copy of the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good Certificates of status, certificates of compliance, good standing certificates or analogous certificates for each Originator issued as of a recent date acceptable to the Company Purchaser and each the Agent (as the CompanyPurchaser’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization); (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company Purchaser and each the Agent (as the CompanyPurchaser’s assignees) may conclusively rely until such time as the Servicer, the Company Purchaser and each the Agent (as the CompanyPurchaser’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the CompanyPurchaser’s and each the Agent’s (as the CompanyPurchaser’s assignees) satisfaction.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of Existing Credit Agreement shall be amended and restated pursuant to this Agreement is subject to upon the condition precedent that prior or concurrent satisfaction of all of the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agentfollowing conditions precedent: (a) A the conditions precedent set forth in Section 12.1 have been fulfilled; (b) to the extent not already delivered to the Administrative Agent, each Obligor has executed and delivered to the Administrative Agent the Credit Documents (including, in respect of any Credit Documents delivered pursuant to the Existing Credit Agreement, confirmation thereof) to which it is a party; (c) to the extent not already delivered to the Administrative Agent, each relevant Subsidiary of the Borrower has executed and delivered to the Administrative Agent (i) the Postponement and Subordination Undertaking in form and substance satisfactory to the Administrative Agent and (ii) to the extent necessary in 286042.00038/115243826.6 connection with the issuance of a Letter for and on behalf of a Subsidiary of the Borrower, a reimbursement instrument in the form of Schedule M hereto; (d) to the extent not already delivered to the Administrative Agent, the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent: (i) a duly certified copy of the resolutions articles of incorporation and by-laws or comparable documents of each Obligor; (ii) a certificate of status or good standing for each Obligor issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated (other than with respect to any Obligor whose jurisdiction of incorporation does not customarily offer such certificates); (iii) a duly certified copy of the resolution of the board of directors or managers (and, where applicable, of the shareholders) of each Originator approving Obligor authorizing it to execute, deliver and perform its obligations under the Finance Documents to which it is a signatory; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Finance Documents to which it is a signatory; (v) a certificate of a senior officer of the Borrower, in such capacity, certifying that, to the best of its knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon the execution and delivery of this Agreement Agreement; (vi) an opinion or opinions of counsel to each Obligor, addressed to the Finance Parties and the other Transaction Administrative Agent, relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents dated on or about the date hereof to be which such Obligor is a party in the jurisdiction of incorporation of such Obligor and in the Province of Ontario continuing perfection under the Security Documents executed and delivered by it prior to the date hereof and such other matters as the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such OriginatorFinance Parties may reasonably request; (bvii) Good standing certificates for each Originator issued a list of Approved Unrestricted Investments as of a recent at the date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution and delivery of this Agreement; (viii) a Perfection Certificate for the Borrower in form and substance satisfactory to the Administrative Agent signed by each a senior officer of the parties thereto of each Borrower in relation to the New Afton Property; and (ix) a Perfection Certificate for the Borrower in form and substance satisfactory to the Administrative Agent signed by a senior officer of the other Transaction Documents to be executed and delivered by it Borrower in connection herewith and (ii) that each of the conditions precedent relation to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfaction.Rainy River Property;

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is and the funding of any Advance shall be subject to the condition precedent that the Company and the each Agent (as the Company’s assignees) and each Group Agent Lender shall have received, on or before the Closing Date, received all of the following, each (unless otherwise indicated) dated on or before the Closing Datewhich, if existing, are hereby ratified and each in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agentconfirmed by Borrower: (a) A copy of this Agreement, the resolutions of the board of directors or managers of each Originator approving this Agreement Notes and the other Transaction Documents Collateral Agreements (which shall secure the obligations due Lender hereunder and create first priority security interests or liens on the Collateral, subject only to be executed and delivered by it and the transactions contemplated hereby and therebyexceptions set forth in Section 6.2), certified by the Secretary or Assistant Secretary of such Originatorproperly executed; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State certified copies of the jurisdiction Articles of such Originator’s organizationIncorporation and Bylaws of PVPL and the Articles of Organization and Operating Agreements of both ProConn and Exact, together with all amendments thereto; (c) A a signed certificate of the Secretary or Assistant Secretary of each Originator certifying PVPL and the names and true signatures signed written consents of the officers manager and member of ProConn and Exact which shall (1) evidence the authorization of the Board of Directors of PVPL or the manager and member of ProConn and Exact, as the case may be, to enter into this Agreement, execute all documents related hereto and consummate all transactions contemplated hereby; (2) certify the officer of PVPL, or other party on behalf of PVPL, ProConn and Exact, authorized on such Person’s behalf to sign this Agreement and any document securing the obligations of Borrower under this Agreement or otherwise including, without limitation, any Collateral Agreement, and the other Transaction Documents documents or certificates to be executed delivered pursuant to this Agreement, if any, by Borrower or by any of its officers or managers, (3) contain the true signature of any such officer or designated party (and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) Lender may conclusively rely on the certificate until such time as the Servicer, the Company and each Agent (as the Company’s assignees) it shall receive a further certificate of the Secretary of PVPL canceling or amending the prior certificate) and (4) attach a certificate of good standing from such Person a revised certificate meeting the requirements Nebraska Secretary of this paragraph (c));State. (d) The certificate current searches of appropriate filing offices showing that (1) no state or articles federal tax liens have been filed and remain in effect against Borrower and (2) no financing statements have been filed and remain in effect against Borrower with respect to the Collateral, except those financing statements filed by Lender or its predecessors or expressly agreed to by Lender; (e) a favorable written opinion of incorporation Borrower’s counsel addressed to Lender in form and substance satisfactory to Lender in its sole discretion; (f) a statement from Borrower addressed to Lender certifying (1) all the states, counties and countries in which Borrower maintains a corporate office or other organizational document has qualified to do business and (2) the specific location of each Originatorthe Collateral and whether the Collateral is maintained on property owned or leased by Borrower; (g) an independent written appraisal of the value of Borrower’s warehouse / office facility located at 1▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, satisfactory to Lender and providing an appraisal of at least $6,250,000, together with a copy letter from such real estate appraiser stating that Lender can rely upon such appraisal in connection with the Loans; (h) an ALTA lender’s policy of title insurance for Borrower’s warehouse / office facility located at 1▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, with Lender as the insured, insuring that Lender has a first priority lien on the property, subject only to the exceptions set forth in Section 6.2. All standard exceptions to such policy shall be deleted, and the policy shall contain such endorsements as Lender may reasonably require. On the date hereof, Lender shall receive a “m▇▇▇-up” of the bytitle insurance commitment for such insurance showing that (1) all requirements for issuance of the policy have been satisfied, (2) Lender has a first priority lien on the property, (3) the standard exceptions to coverage will be deleted from the final policy and (4) the final policy will contain the requested endorsements; (i) an ALTA-laws ACSM survey of Borrower’s warehouse / office facility located at 1▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, satisfactory to Lender, prepared by a registered land surveyor satisfactory to Lender, together with a letter from such Originatorland surveyor stating that Lender and the title company issuing the title insurance for the property can rely upon such survey in connection with the Loans and that no material changes have occurred to the property in question since the survey was prepared; (j) a phase 1 environmental assessment for Borrower’s warehouse / office facility located at 1▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, each duly certified ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, satisfactory to Lender, prepared by an environmental assessment firm satisfactory to Lender, together with a letter from such environmental assessment firm stating that Lender can rely upon such assessment in connection with the Secretary or an Assistant Secretary Loans; (k) satisfactory evidence of such Originatorhazard insurance coverage on the Collateral, and general liability, auto liability, workers compensation and other insurance, as may be required by any of the Collateral Documents; (l) payoff of all existing indebtedness and obligations owing to U.S. Bank National Association and discharge of all related security interests and liens; (m) payment of all costs, expenses and fees described in Section 8.1; and (en) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s documents, instruments and each Agent’s (certificates as the Company’s assignees) satisfactionLender, in its sole discretion, may require.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that the Company and the each Agent Administrator (as the Company’s assigneesassignee) and each Group Purchaser Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent Administrator (as the Company’s assigneesassignee) and each Group Purchaser Agent: (a) A copy of the resolutions or unanimous written consents of the board of directors or or, managers of theor other governing body of each Originator approving this Agreement the authorizing the execution, delivery and performance by thesuch Originator of the other Transaction Documents to be executed and delivered by which it and the transactions contemplated hereby and therebyis a party, certified by the Secretary or Assistant Secretary of such thesuch Originator; (b) Good standing certificates for each theeach Originator issued as of a recent date acceptable to the Company and each Agent the Administrator (as the Company’s assigneesassignee) by the Secretary of State (or similar official) of the jurisdiction statejurisdiction of such thesuch Originator’s organizationorganization or formation and principal place of business; (c) A certificate of the Secretary or Assistant Secretary of each theeach Originator certifying the names and true signatures of the officers who are authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by which it is a party (on which certificate the Servicer, the Company and each Agent Company, the Administrator (as the Company’s assignees) may conclusively assignee), the Purchasers and the Purchaser Agents shall be entitled to rely on until such time as the Servicer, the Company and each Agent Company, the Administrator (as the Company’s assignees) assignee), the Purchasers and the Purchaser Agents shall receive from such Person a revised certificate meeting the requirements of this paragraph clause (c)); (d) The certificate or of formationor articles of incorporation or other similar organizational document of each theeach Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the State of Delawarejurisdiction of such Originator’s organization as of a recent date acceptable to the Administrator, together with a copy of the limited liability company agreement, operating agreement or similar organizational document and by-laws (if any) of such Originatorthesuch Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of thesuch Originator; (e) Proper financing statements (Form UCC-1), that have been duly authorized and are suitable for filing on or before the Closing date and name thesuch Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrator, for the 740816958 17540157 9 benefit of the Purchasers, as secured party/assignee) of the Receivables generated or acquired by thesuch Originator as may be necessary or, in the Company’s or the Administrator’s opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest has been or may be assigned to it hereunder; (f) A written search report from a Person satisfactory to the Company and the Administrator listing all effective financing statements that name thesuch Originator as debtor or seller and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated as the case may be prior to the date hereof), shall cover any Receivable or any Related Rights, and tax and judgment lien search reports from all applicable jurisdictions (including, without limitation, ERISA lien searches) from a Person satisfactory to the Company and the Administrator (as the Company’s assignee) showing no evidence of such liens filed against theany Originator; (g) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser Agent and each Purchaser, in form and substance reasonably satisfactory to the Company and the Administrator, from Sidley Austin LLP,external counsel for the OriginatorOriginators, and internal counsel for the Contributing Originator, covering such matters as the Company and the Administrator may reasonably request, including, without limitation, certain organizational and New York enforceability matters, certain bankruptcy matters and certain UCC perfection matters; (h) A Company Note in favor of thesuch Originator duly executed by the Company; and (ei) Evidence (i) of the execution and delivery by each of the parties thereto of the Receivables Purchase Agreement, the Lock-Box Agreements, each of Fee Letter, the other Transaction Documents to be executed LC Transfer Agreement and delivered by it in connection herewith the Performance Guaranty and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents agreements has been satisfied to the Company’s and each Agentthe Administrator’s (as the Company’s assignees) satisfaction.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective as of this Agreement is subject to the condition precedent Closing Date, provided that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, received on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably (including the date thereof) satisfactory to the Company and Agent; provided, however, that for the each Agent avoidance of doubt, other than for purposes of subsection (n) below, only Originators that are becoming Originators as of the Company’s assignees) and each Group Agentdate of this Agreement shall be required to deliver the materials set forth below: (a) A copy Counterparts of the Agreement, the Fee Letter, the Performance Guaranty, the UK Purchase and Sale Agreement, the Lock-Box Agreements, the Joinder Agreement, the Collection Account Agreements, the Account Pledge Agreements, the Intercreditor Agreement and the other Transaction Documents, signed by the parties thereto. (b) Certified copies of (i) the resolutions of the board Board of directors Directors (or managers the shareholders, as applicable) of each Seller, Servicer and Originator approving authorizing the execution, delivery, and performance by such Seller, Servicer or Originator, as the case may be, of the Transaction Documents to which they are a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents to be executed and delivered by it (iii) the certificate of incorporation, by-laws or articles of association (Satzung) (or other constituent documents) of each Seller, Servicer and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization;. (c) A certificate of the Secretary or Assistant Secretary (or the managing director(s) (Geschäftsführer), as applicable) of each Seller, Servicer and Originator certifying the names and true signatures of the its officers authorized on such Person’s behalf to sign this the Agreement and the other Transaction Documents to be executed which it is a party. Until the Agent receives a subsequent incumbency certificate from a Seller, Servicer or Originator in form and delivered by it (on which certificate substance satisfactory to the ServicerAgent, the Company and each Agent (shall be entitled to rely on the last such certificate delivered to it by such Seller, Servicer or Originator, as the Company’s assignees) case may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));be. (d) The certificate Good standing certificates (or articles solvency certificates by the managing director(s) (Geschäftsführer), as applicable) with respect to each Seller, Originator and Servicer issued by the Secretaries of incorporation State (or other organizational document of each Originator, together with a copy comparable office) of the by-laws jurisdiction of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andPerson’s organization. (e) Evidence Financing statements or amendments thereto (ior any equivalent filings or recordings in the relevant jurisdiction) duly filed on or before the Closing Date under the UCC, PPSA or the equivalent (if any) of all jurisdictions that the execution and delivery by each Agent may deem necessary or desirable in order to perfect the interests of the parties thereto of each of Purchaser contemplated by this Agreement and the other Transaction Documents Documents. (f) UCC financing statements, amendments thereto or termination statements, if any, necessary to be executed release or assign to the Purchaser all ownership interests, security interests and delivered other rights of any Person in the Receivables, Contracts or Related Security previously granted by it any Seller or Originator. (g) Completed UCC requests for information, dated on or before the Closing Date, listing all effective financing statements filed in connection herewith and the jurisdictions referred to in subsection (iie) above that each name Foodservice UK or Manitowoc Deutschland as debtor, showing no liens on any of the conditions precedent Receivables, Contracts or Related Security of such Person. (h) Favorable opinions of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇ LLP, Bond ▇▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, in form and substance acceptable to the executionAgent, delivery as to corporate, enforceability, UCC and effectiveness of such other Transaction Documents has been satisfied to matters (including absence of conflict with the Company’s and each Agent’s (Credit Agreement) as the Company’s assignees) satisfactionAgent may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective as of this Agreement is subject to the condition precedent Closing Date, provided that the Company and the each Agent (as the Company’s assignees) and each Group Agent shall have received, received on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably (including the date thereof) satisfactory to the Company and Agent; provided, however, that for the each Agent avoidance of doubt, other than for purposes of subsection (n) below, only Originators that are becoming Originators as of the Company’s assignees) and each Group Agentdate of this Agreement shall be required to deliver the materials set forth below: (a) A copy Counterparts of the Agreement, the Fee Letter, the Performance Guaranty, the UK Purchase and Sale Agreement, the Lock-Box Agreements, the Joinder Agreement, the Collection Account Agreements, the Account Pledge Agreements, the Intercreditor Agreement and the other Transaction Documents, signed by the parties thereto. (b) Certified copies of (i) the resolutions of the board Board of directors Directors (or managers the shareholders, as applicable) of each Seller, Servicer and Originator approving authorizing the execution, delivery, and performance by such Seller, Servicer or Originator, as the case may be, of the Transaction Documents to which they are a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents to be executed and delivered by it (iii) the certificate of incorporation, by-laws or articles of association (Satzung) (or other constituent documents) of each Seller, Servicer and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization;. (c) A certificate of the Secretary or Assistant Secretary (or the managing director(s) (Geschäftsführer), as applicable) of each Seller, Servicer and Originator certifying the names and true signatures of the its officers authorized on such Person’s behalf to sign this the Agreement and the other Transaction Documents to be executed which it is a party. Until the Agent receives a subsequent incumbency certificate from a Seller, Servicer or Originator in form and delivered by it (on which certificate substance satisfactory to the ServicerAgent, the Company and each Agent (shall be entitled to rely on the last such certificate delivered to it by such Seller, Servicer or Originator, as the Company’s assignees) case may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c));be. (d) The certificate Good standing certificates (or articles solvency certificates by the managing director(s) (Geschäftsführer), as applicable) with respect to each Seller, Originator and Servicer issued by the Secretaries of incorporation State (or other organizational document of each Originator, together with a copy comparable office) of the by-laws jurisdiction of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; andPerson’s organization. (e) Evidence Financing statements or amendments thereto (ior any equivalent filings or recordings in the relevant jurisdiction) duly filed on or before the Closing Date under the UCC, PPSA or the equivalent (if any) of all jurisdictions that the execution and delivery by each Agent may deem necessary or desirable in order to perfect the interests of the parties thereto of each of Purchaser contemplated by this Agreement and the other Transaction Documents Documents. (f) UCC financing statements, amendments thereto or termination statements, if any, necessary to be executed release or assign to the Purchaser all ownership interests, security interests and delivered other rights of any Person in the Receivables, Contracts or Related Security previously granted by it any Seller or Originator. II-1 (g) Completed UCC requests for information, dated on or before the Closing Date, listing all effective financing statements filed in connection herewith and the jurisdictions referred to in subsection (iie) above that each name Foodservice UK or Manitowoc Deutschland as debtor, showing no liens on any of the conditions precedent Receivables, Contracts or Related Security of such Person. (h) Favorable opinions of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, ▇▇▇▇▇ LLP, Bond ▇▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, in form and substance acceptable to the executionAgent, delivery as to corporate, enforceability, UCC and effectiveness of such other Transaction Documents has been satisfied to matters (including absence of conflict with the Company’s and each Agent’s (Credit Agreement) as the Company’s assignees) satisfactionAgent may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition precedent that the Company and the each Agent Administrator (as the Company’s assigneesassignee) and each Group Purchaser Agent shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each in form and substance reasonably satisfactory to the Company and the each Agent Administrator (as the Company’s assigneesassignee) and each Group Purchaser Agent: (a) A copy of the resolutions or unanimous written consents of the board of directors or managers of each the Originator approving this Agreement the authorizing the execution, delivery and performance by the other Originator of the Transaction Documents to be executed and delivered by which it and the transactions contemplated hereby and therebyis a party, certified by the Secretary or Assistant Secretary of such the Originator; (b) Good standing certificates for each the Originator issued as of a recent date acceptable to the Company and each Agent the Administrator (as the Company’s assigneesassignee) by the Secretary of State (or similar official) of the jurisdiction state of such the Originator’s organizationorganization or formation and principal place of business; (c) A certificate of the Secretary or Assistant Secretary of each the Originator certifying the names and true signatures of the officers who are authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by which it is a party (on which certificate the Servicer, the Company and each Agent Company, the Administrator (as the Company’s assignees) may conclusively assignee), the Purchasers and the Purchaser Agents shall be entitled to rely on until such time as the Servicer, the Company and each Agent Company, the Administrator (as the Company’s assignees) assignee), the Purchasers and the Purchaser Agents shall receive from such Person a revised certificate meeting the requirements of this paragraph clause (c)); (d) The certificate or articles of incorporation formation or other similar organizational document of each Originatorthe Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the State of Delaware as of a recent date acceptable to the Administrator, together with a copy of the limited liability company agreement, operating agreement or similar organizational document and by-laws (if any) of such Originatorthe Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of the Originator; (e) Proper financing statements (Form UCC-1), that have been duly authorized and are suitable for filing on or before the Closing date and name the Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrator, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated or acquired by the Originator as may be necessary or, in the Company’s or the Administrator’s opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest has been or may be assigned to it hereunder; (f) A written search report from a Person satisfactory to the Company and the Administrator listing all effective financing statements that name the Originator as debtor or seller and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated as the case may be prior to the date hereof), shall cover any Receivable or any Related Rights, and tax and judgment lien search reports from all applicable jurisdictions (including, without limitation, ERISA lien searches) from a Person satisfactory to the Company and the Administrator (as the Company’s assignee) showing no evidence of such liens filed against the Originator; (g) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser Agent and each Purchaser, in form and substance reasonably satisfactory to the Company and the Administrator, from Sidley Austin LLP, counsel for the Originator, and internal counsel for the Originator, covering such matters as the Company and the Administrator may reasonably request, including, without limitation, certain organizational and New York enforceability matters, certain bankruptcy matters and certain UCC perfection matters; (h) A Company Note in favor of the Originator duly executed by the Company; and (ei) Evidence (i) of the execution and delivery by each of the parties thereto of the Receivables Purchase Agreement, the Lock-Box Agreements, each of Fee Letter, the other Transaction Documents to be executed LC Transfer Agreement and delivered by it in connection herewith the Performance Guaranty and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents agreements has been satisfied to the Company’s and each Agentthe Administrator’s (as the Company’s assignees) satisfaction.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this (a) This Amendment No. 5 shall become effective on the date when the following conditions are met (the “Agreement is subject to Effective Date”): (i) the condition precedent that the Company and the each Agent (as the Company’s assignees) and each Group Administrative Agent shall have received, on or before received a counterpart signature page of this Amendment No. 5 duly executed by each of the Closing DateParent Guarantor, the followingBorrowers, the Guarantors, the Administrative Agent and the Extending Revolving Credit Lenders; (ii) the Administrative Agent shall have received the favorable legal opinion of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties and (ii) K▇▇▇▇ ▇▇▇▇ LLP, counsel to the Loan Parties; (iii) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each (unless Loan Party, the authorization of execution, delivery and performance of this Amendment No. 5, the performance of the Credit Agreement and each other applicable Loan Document, in each case as amended, extended or otherwise indicated) dated on or before the Closing Datemodified hereby, and each any other legal matters relating to the Loan Documents, all in form and substance reasonably satisfactory to the Company Administrative Agent and the each Agent (as the Company’s assignees) and each Group Agent: (a) A copy of the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originatorits counsel; and (eiv) Evidence the Administrative Agent shall have received a certificate, dated as of the Agreement Effective Date, signed by a Responsible Officer certifying that (i) of the execution and delivery by each of the parties thereto Master Lease and the Recognition Agreement (and in each case any amendments thereto) are in full force and effect as of each such date and attaching executed copies of the other Transaction Documents to be executed Master Lease and delivered by it the Recognition Agreement (and in connection herewith and each case any amendments thereto), (ii) that the representations and warranties of each Loan Party contained in Article 5 of the conditions precedent Credit Agreement and in each other Loan Document (including, for the avoidance of doubt, this Amendment No. 5) are true and correct in all material respects as of Agreement Effective Date (except to the executionextent that such representations and warranties specifically refer to an earlier date, delivery in which case they were true and correct as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they are true and correct in all respects and (iii) as of the Agreement Effective Date, no Default or Event of Default exists or will result from the effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (as the Company’s assignees) satisfactionthis Amendment No. 5.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the condition conditions precedent that the Company and the each Agent (as the Company’s assignees) and each Group Agent Buyer shall have received, on or before received each of the Closing Date, the following, each (unless otherwise indicated) dated on or before the Closing Date, and each following in form and substance reasonably satisfactory to the Company and the each Agent (as the Company’s assignees) and each Group Agent:Buyer. (a) A certificate of the Secretary of AG certifying (i) a copy of the resolutions of the board its Board of directors or managers of each Originator Directors approving this Agreement and the other Transaction Documents to be executed and delivered by it hereunder and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; hereby; (bii) Good standing certificates for each Originator issued as of a recent date acceptable to the Company and each Agent (as the Company’s assignees) by the Secretary of State of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s its behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it hereunder (on which certificate the Servicer, the Company and each Agent (as the Company’s assignees) Buyer may conclusively rely until such time as the Servicer, the Company and each Agent (as the Company’s assignees) Buyer shall receive from such Person AG, as the case may be, a revised certificate meeting the requirements of this paragraph subsection (a)); (iii) a copy of its by-laws as then in effect; and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; (b) Signed original copies or time stamped receipt copies, of the proper financing statements (Form UCC-1) that have been duly executed and name AG as the debtor and seller and the Buyer as the secured party and purchaser of the Assigned Receivables and the Related Rights or other, similar instruments or documents, as may be necessary or, in Buyer's opinion, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the Buyer's ownership interest in all Assigned Receivables and Related Rights in which an ownership interest is assigned to it hereunder; (c));) A certificate from an officer of AG to the effect that AG has placed on the most recent summary master control data processing reports of AG the following legend (or the substantive equivalent thereof): THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO INDIAN - ▇▇▇▇▇▇, INC. PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 5, 2003, AS AMENDED FROM TIME TO TIME, BETWEEN INDIAN-▇▇▇▇▇▇ ▇▇ AND INDIAN- ▇▇▇▇▇▇, INC. (d) The certificate or articles of incorporation or Such other organizational document of each Originatoragreements, together with a copy of the by-laws of such Originatorinstruments, each duly certified by the Secretary or an Assistant Secretary of such Originator; and (e) Evidence (i) of the execution UCC financing statements, certificates, opinions and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and each Agent’s (documents as the Company’s assignees) satisfactionBuyer may reasonably request.