Common use of Conditions Precedent to Initial Borrowing Clause in Contracts

Conditions Precedent to Initial Borrowing. The obligation of each Bank to make an Advance on the occasion of the initial Borrowing is subject to the conditions precedent that the Administrative Agent shall have received, on or before the day of the Effective Date (unless otherwise indicated), the following, each dated the same day (unless otherwise indicated), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Bank: (a) Certified copies of the resolutions of the Board of Directors of the Borrower, approving this Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower, certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (c) Copies of the currently-effective articles or certificates of incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrower. (d) Copies of the currently-effective Bylaws, and all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York counsel to the Borrower, substantially in the forms of EXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (f) A favorable opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇.L.P., counsel for the Administrative Agent, substantially in the form of EXHIBIT D hereto.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make an Advance a Loan on the occasion of the initial Borrowing is and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the conditions precedent that that, on a date (the “Effective Date”) not later than August 28, 2007, the Administrative Agent shall have receivedreceived the following: (a) Each of the following documents, on or before the day of which shall be dated the Effective Date (unless otherwise indicated), the following, each dated the same day (unless otherwise indicated), and in form and substance satisfactory to the Administrative Agent and in sufficient copies for each BankAgent: (ai) This Agreement, duly executed and delivered by each of the Borrowers. (ii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of each such Lender. (iii) Certified copies of (x) the charter and by-laws of each Borrower, (y) the resolutions of the Board of Directors (or equivalent governing body) of the Borrower, each Borrower authorizing and approving this Agreement Agreement, the Guaranty and of the Notes and the transactions contemplated by the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Loan Documents. (biv) A certificate of the Secretary or an Assistant Secretary of the Borrower, each Borrower certifying the names and true signatures of the officers of the each Borrower authorized to sign this Agreement Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder. (cv) Copies A favorable opinion of the currently-effective articles or certificates of incorporation of the Borrower▇▇▇▇▇▇, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrower. (d) Copies of the currently-effective Bylaws, and all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York ▇▇▇▇▇ & Bockius LLP U.S. counsel to the BorrowerBorrowers, substantially in the forms form of EXHIBIT C-1 Exhibit D and C-2 respectively, hereto and as to covering such other matters relating hereto as any Bank Lender, through the Administrative Agent, may reasonably request. (vi) A certificate of a senior officer of the U.S. Borrower to the effect that (x) the representations and warranties contained in Article V are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default. (vii) Such other certificates, documents, agreements and information respecting any Borrower as any Lender through the Administrative Agent may reasonably request. (fb) A favorable opinion Confirmation that (1) the U.S. Borrower has paid all accrued fees and expenses of Hayn▇▇ ▇▇▇ Boon▇, ▇.L.P., counsel for the Administrative AgentAgent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), substantially together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, (2) the U.S. Borrower has paid in full the form accrued and unpaid interest on the Loans and the Notes, in each case as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreement, (3) the Existing Credit Agreement has been terminated and is no longer in effect and (4) all Existing Letters of EXHIBIT D heretoCredit have become Letters of Credit pursuant to Section 3.04(k).

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make an Advance a Loan on the occasion of the initial Borrowing is and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the conditions precedent that that, on a date (the “Effective Date”) not later than August 15, 2011, the Administrative Agent shall have receivedreceived the following: (a) Each of the following documents, on or before the day of which shall be dated the Effective Date (unless otherwise indicated), the following, each dated the same day (unless otherwise indicated), and in form and substance satisfactory to the Administrative Agent and in sufficient copies for each BankAgent: (ai) This Agreement, duly executed and delivered by each of the Borrowers. (ii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of each such Lender. (iii) Certified copies of (x) the charter and by-laws of each Borrower, (y) the resolutions of the Board board of Directors directors (or equivalent governing body) of the Borrower, each Borrower authorizing and approving this Agreement Agreement, the Guaranty and of the Notes and the transactions contemplated by the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Loan Documents. (biv) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary (or equivalent officer) of the Borrower, each Borrower certifying the names and true signatures of the officers of the each Borrower authorized to sign this Agreement Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder. (cv) Copies A favorable opinion of the currently-effective articles or certificates of incorporation of the Borrower▇▇▇▇▇▇, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP U.S. counsel to the date of Borrowers, in form and substance reasonably accepted to the initial BorrowingAdministrative Agent and Lenders and covering such other matters relating hereto as any Lender, issued by through the appropriate governmental authority of the State of Utah and one dated the date of the initial BorrowingAdministrative Agent, executed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrowermay reasonably request. (dvi) Copies A certificate of a senior officer of the currently-effective BylawsU.S. Borrower to the effect that (x) the representations and warranties contained in Article V (Representations and Warranties) are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and all amendments thereto, of the Borrower, accompanied by (y) no event has occurred and is continuing which constitutes a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the BorrowerDefault. (evii) Favorable opinions of counsel of the Such other certificates, documents, agreements and information respecting any Borrower and special New York counsel to the Borrower, substantially in the forms of EXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank Lender through the Administrative Agent may reasonably request. (fb) A favorable opinion Confirmation that (1) the U.S. Borrower has paid all accrued fees and expenses of Hayn▇▇ ▇▇▇ Boon▇, ▇.L.P., counsel for the Administrative AgentAgent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), substantially together with all accrued but unpaid fees and expenses under the Existing Credit Agreements, (2) the U.S. Borrower has paid in full the form accrued and unpaid interest on the Loans and the Notes, in each case as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreements, (3) the Existing Credit Agreements have been terminated and are no longer in effect and (4) all Existing Letters of EXHIBIT D heretoCredit have become Letters of Credit pursuant to Section 3.04(k).

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make an the Advance on the occasion of comprising the initial Borrowing is subject to the following conditions precedent that the Administrative Agent precedent: (a) Lender shall have received, on or before the day received all of the Effective Date (unless otherwise indicated)Loan Documents including, without limitation, the following, each dated the same day (unless otherwise indicated), following documents in form and substance satisfactory to Lender and, as appropriate, duly executed by the Administrative Agent and in sufficient copies for each Bankparties thereto: (ai) The Resolution to Borrow; and (ii) The following Lender-prepared documents: Notice of Final Agreement and Disbursement Request and Authorization. (b) Lender shall have received: (i) A facility fee equal to $100,000 and a documentation fee equal to $1,250, or written authorization to debit such fees from a Borrower deposit account held at Lender; and (ii) reimbursement of all legal fees and costs incurred by Lender to its outside counsel. (c) Lender shall have received all of the following documents and information in form and substance reasonably satisfactory to Lender and, as appropriate, duly executed by the parties thereto: (i) A copy of the certificate of formation of Borrower certified by the Secretary of State of the State of Delaware, and a copy of the trust agreement/operating agreement of Borrower certified by its secretary or other authorized officer. (ii) Certified copies of the resolutions of the Board board of Directors trustees of Borrower approving the Borrowings contemplated hereby and authorizing the execution and delivery of the Loan Documents by Borrower and performance of Borrower’s obligations thereunder, approving this Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Advances and the Loan Documents. (biii) A certificate An officer’s certificate, on behalf of the Secretary or an Assistant Secretary of the Borrower, Borrower certifying the names and true signatures of the officers or other representatives of the Borrower authorized to sign this Agreement the Loan Documents and the other documents to be delivered hereunder. (civ) Copies A certificate of good standing for Borrower from the Secretary of State of the currently-effective articles or certificates State of incorporation of the BorrowerDelaware and each other state in which it is authorized to do business, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 within thirty (30) days prior to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrower. (dv) Copies Evidence of the currently-effective BylawsBorrower’s insurance as required in Section 5.4 of this Agreement, together with appropriate loss payee and additional insured endorsements in favor of Lender, all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct in form and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower.substance acceptable to Lender; and (evi) Favorable opinions of counsel of the Borrower and special New York counsel to the Borrower, substantially in the forms of EXHIBIT C-1 and C-2 respectively, hereto and Such other documents or instruments as to such other matters as any Bank through the Administrative Agent Lender may reasonably request. (fd) A favorable opinion of Hayn▇▇ ▇▇▇ Boon▇Lender shall have received reimbursement for all documented search fees, ▇.L.P., counsel for the Administrative Agent, substantially filing fees and other out-of-pocket fees and costs incurred by Lender in the form of EXHIBIT D heretoconnection with this Agreement and transaction contemplated hereby.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make an its Advance on the occasion of the initial Borrowing is shall be subject to the satisfaction, on or before July 28, 2005 of the following conditions precedent that precedent: (a) The Administrative Agent shall have received counterparts of this Agreement executed by the parties hereto. (b) The following statements shall be true on the Closing Date and the Administrative Agent shall have received, with a copy for each Lender, a certificate signed by a duly authorized officer of each Borrower, dated the Closing Date, stating that: (i) the representations and warranties made by such Borrower and contained in Section 4.01 are true and correct on or before the day and as of the Effective Closing Date (unless otherwise indicatedit being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be correct in all material respects only as of such date), and (ii) no Default has occurred and is continuing on and as of the Closing Date. (c) The Administrative Agent shall have received the following, each dated the same day (unless otherwise indicated)Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each BankLender: (ai) If requested by any Lender pursuant to Section 2.01(c), a Note for the account of such Lender, duly executed by each Borrower, in the amount of such Lender’s Commitment as in effect on the Closing Date. (ii) Certified copies of the certificate of incorporation and by-laws of each Borrower as in effect on the Closing Date. (iii) Certified copies of the resolutions of the Board of Directors of each of the Borrower, Borrowers approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action action, third-party and governmental approvalsapprovals and consents, if any, with respect to this AgreementAgreement and the Notes. (biv) A certificate of the Secretary or an Assistant Secretary of each of the Borrower, Borrowers certifying the names and true signatures of the officers of each of the Borrower Borrowers, respectively, authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (cv) Copies Evidence of the currently-effective articles or certificates termination of incorporation all the outstanding commitments and payment in full of all outstanding obligations of the BorrowerBorrowers under the Credit Agreement dated as of July 29, and all amendments thereto2004, accompanied by certificates that such copies are correct and completeas amended, one dated a date not more than 60 days prior to among the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice PresidentBorrowers, the SecretaryLenders named therein and Citibank N.A., or an Assistant Secretary of the Borroweras Administrative Agent. (dvi) Copies An opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Esq., Managing Direct, Secretary and Assistant General Counsel of Ambac Financial, substantially in the currently-effective Bylaws, and all amendments thereto, form of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the BorrowerExhibit E hereto. (evii) Favorable opinions An opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Senior Vice President and General Counsel of Ambac Assurance, substantially in the form of Exhibit F hereto. (viii) An opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, S.C., Wisconsin special counsel to Ambac Assurance, substantially in the form of Exhibit G hereto. (ix) An opinion of Shearman & Sterling LLP, special New York counsel for the Borrowers, substantially in the form of Exhibit H hereto. (x) An opinion of an external counsel for the Borrowers saying that neither Borrower is an “investment company” within the meaning of the Borrower Investment Company Act of 1940, as amended, in form and substance satisfactory to the Administrative Agent. (xi) An opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, substantially in the forms of EXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (f) A favorable opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇.L.P., counsel for the Administrative Agent, substantially in the form of EXHIBIT D Exhibit I hereto. (d) The Administrative Agent shall have received payment of all fees, costs and expenses due and payable by the Borrowers on the Closing Date pursuant to this Agreement.

Conditions Precedent to Initial Borrowing. The obligation of each Bank the Lender to make an Advance on the occasion of the initial Borrowing hereunder is subject to the satisfaction of the following conditions precedent that before or concurrently with the Administrative Agent initial Borrowing: (a) The Borrower shall have received, paid all accrued fees and expenses of the Lender (including the accrued fees (up to an amount equal to not more than the lesser of (x) $19,000 and (y) the sum of $14,000 plus 50% of such fees in excess of $14,000) and expenses of counsel to the Lender) to the extent requested as of the date of the initial Borrowing. (b) The Lender shall have received on or before the day of the Effective Date (unless otherwise indicated), initial Borrowing the following, each dated the same such day (unless otherwise indicatedspecified), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each BankLender: (ai) A Note payable to the order of the Lender in the face amount of the Lender's Commitment. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower, approving this Agreement and the Note, and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this AgreementAgreement and the Note. (biii) A copy of a certificate of the Secretary of State of the jurisdiction of the Borrower's incorporation, dated reasonably near the date of the initial Borrowing, listing the charter of the Borrower and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's charter on file in the Secretary of State's office, (B) the Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (iv) A certificate of the Borrower, signed on behalf of the Borrower by its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate referred to in Section 3.01(b)(iii) and (B) a true and correct copy of the bylaws of the Borrower as in effect on the date of the initial Borrowing. (v) A certificate of the Secretary or an Assistant Secretary of the Borrower, Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement Agreement, the Note and the other documents to be delivered hereunder. (cvi) Copies A certificate of the currently-effective articles or certificates Borrower certifying that on and as of incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice President, the Secretary, such certificate no event has occurred or an Assistant Secretary of the Borrowercircumstance exists that would reasonably be expected to result in any Material Adverse Change. (d) Copies of the currently-effective Bylaws, and all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York counsel to the Borrower, substantially in the forms of EXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (f) A favorable opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇.L.P., counsel for the Administrative Agent, substantially in the form of EXHIBIT D hereto.

Conditions Precedent to Initial Borrowing. The This Agreement (and the amendment and restatement of the Existing Credit Agreement to be effected hereby) and the obligation of each Bank Lender to make an Advance on the occasion of the initial Borrowing is subject to shall not become effective until the conditions precedent that date on which the Administrative Agent shall have received, received executed counterparts of this Agreement by each of the parties hereto and each of the following on or before the day of the Effective Date April 6, 2007, each (unless otherwise indicated), the following, each specified below) dated the same day (unless otherwise indicated)Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (c)) in sufficient copies for each BankLender: (a) Certified copies of (x) the certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower, approving Borrower authorizing the making and performance by the Borrower of this Agreement and of all the transactions contemplated hereby, and (z) documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower, Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (c) Copies A certificate from the Secretary of the currently-effective articles or certificates of incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority State of the State of Utah Delaware dated a date reasonably close to the Closing Date as to the good standing of and one dated the date certificate of the initial Borrowing, executed incorporation filed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrower. (d) Copies A favorable opinion of the currently-effective BylawsK▇▇▇▇▇▇ C▇▇▇▇▇▇▇▇ L▇▇▇▇▇▇ & H▇▇▇▇▇▇, and all amendments theretoL.L.P., of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York counsel to the Borrower, substantially in the forms form of EXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the Administrative Agent may reasonably requestExhibit C hereto. (fe) A favorable opinion of HaynMilbank, Tweed, H▇▇ ▇▇▇▇ Boon& M▇▇▇▇▇ LLP, ▇.L.P., special New York counsel for to the Administrative Agent, substantially in the form of EXHIBIT Exhibit D hereto. (f) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and

Conditions Precedent to Initial Borrowing. The This Agreement and the obligation of each Bank Lender to make an Advance on the occasion of the initial Borrowing is subject and the obligations of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the conditions precedent that date on which the Administrative Agent shall have received, on or before the day received executed counterparts of this Agreement by each of the Effective Date (unless otherwise indicated), parties hereto and each of the following, each dated the same day (unless otherwise indicated)specified below) dated the Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (c)) in sufficient copies for each BankLender: (a) Certified copies of (x) the certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower, approving Borrower authorizing the making and performance by the Borrower of this Agreement and of all the transactions contemplated hereby, and (z) documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower, Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (c) Copies A certificate from the Secretary of the currently-effective articles or certificates of incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority State of the State of Utah Delaware dated a date reasonably close to the Closing Date as to the good standing of and one dated the date certificate of the initial Borrowing, executed incorporation filed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrower. (d) Copies A favorable opinion of the currently-effective Bylaws▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇, and all amendments theretoPLLC, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York counsel to the Borrower, substantially in the forms form of EXHIBIT C-1 Exhibit C hereto. (e) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and C-2 respectivelyis continuing, hereto and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date. (f) Evidence that all principal, interest and other amounts owing by the Borrower under or in respect of the Existing Credit Agreement shall have been (or shall simultaneously be) paid in full and all commitments to such extend credit thereunder shall have been terminated, in each case in a manner satisfactory to the Administrative Agent. (g) Notes, payable to the order of the respective Lenders that have requested the same prior to the Closing Date, duly completed and executed. (h) Such other matters documents relating to this Agreement and the transactions contemplated hereby as any Bank through the Administrative Agent may reasonably request. (f) A favorable opinion request and as further described in the list of Hayn▇▇ ▇▇▇ Boon▇closing documents attached as Exhibit E. Furthermore, ▇.L.P., counsel for the Administrative AgentAgent shall have received all fees and other amounts due and payable on or prior to the Closing Date, substantially in including, to the form extent invoiced, reimbursement or payment of EXHIBIT D heretoall out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Initial Borrowing. The obligation of each Bank Lender to make an Advance a Loan on the occasion of the initial Borrowing is and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the conditions precedent that that, on a date (the “Effective Date”) not later than June 23, 2011, the Administrative Agent shall have receivedreceived the following: (a) Each of the following documents, on or before the day of which shall be dated the Effective Date (unless otherwise indicated), the following, each dated the same day (unless otherwise indicated), and in form and substance satisfactory to the Administrative Agent and in sufficient copies for each BankAgent: (ai) The Revolving Loan Notes payable by the Company and any Designated Borrower to the order of each Lender requesting a Revolving Loan Note. (ii) Certified copies of (x) the charter and by-laws of the Company, (y) the resolutions of the Board of Directors of the Borrower, Company authorizing and approving this Agreement and of the other Loan Documents and the transactions contemplated by the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Loan Documents. (biii) A certificate of the Secretary or an Assistant Secretary of the Borrower, Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the other Loan Documents and the other documents to be delivered hereunder. (civ) Copies A favorable opinion of the currently-effective articles or certificates of incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrower. (d) Copies of the currently-effective Bylaws, and all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York counsel to the BorrowerCompany’s Law Department, substantially in the forms form of EXHIBIT C-1 Exhibit D and C-2 respectively, hereto and as to covering such other matters relating hereto as any Bank Lender, through the Administrative Agent Agent, may reasonably request. (fv) A favorable opinion of Hayn▇▇▇▇ ▇▇▇▇▇▇▇ Boon▇LLP, ▇.L.P., special New York counsel for to the Administrative Agent, substantially in the form of EXHIBIT D heretoExhibit E. (vi) A certificate of a senior officer of the Company to the effect that (x) the representations and warranties contained in Section 5.01 are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default. (b) Confirmation that the Company has delivered a written notice to each Departing Lender terminating as of the Effective Date all commitments of the Departing Lenders under the Existing Credit Agreement, and all amounts owing (whether or not due) under the Existing Credit Agreement and related documents through and including the Effective Date to each Departing Lender shall have been paid in full. (c) Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have SECOND AMENDED AND RESTATED CREDIT AGREEMENT been invoiced to the Company at least two (2) Business Days prior to the Effective Date, (2) the Company has paid in full the accrued and unpaid interest on the Loans as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreement and (3) all Existing Letters of Credit have become Letters of Credit pursuant to Section 2.04(c).

Conditions Precedent to Initial Borrowing. The obligation of each Bank Fleet to make an Advance on the occasion of the initial Borrowing and the obligation of Fleet to issue the initial Letters of Credit is subject to the conditions condition precedent that the Administrative Agent Fleet shall have received, received on or before the day of the Effective Date (unless otherwise indicated)initial Borrowing, and in any event no later than February 14, 2002, the following, each dated the same day (unless otherwise indicated), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each BankFleet: (a) This Agreement executed by the Borrowers, the Parent and Fleet. (b) Certified copies of the resolutions of the Board of Directors of each of the Borrower, Borrowers and the Parent approving this Agreement Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (bc) A certificate of the Secretary or an Assistant Secretary Clerk, as the case may be, of each of the Borrower, Borrowers and the Parent certifying the names and true signatures of the officers of the Borrower Borrowers and the Parent authorized to sign this Agreement and the other documents to be delivered hereunder. hereunder to which they are a party and in the case of each Borrower (cother than Quaker Mexico) Copies and the Parent, certifying as to the accuracy and currency of the currentlyrespective Articles of Organization or other charter documents and By-effective articles or certificates of incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrowerlaws. (d) Copies of the currently-effective Bylaws, and all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York counsel to the Borrower, substantially in the forms of EXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (f) A favorable opinion of Hayn▇▇▇▇▇▇▇ ▇. ▇▇ Boon▇▇▇▇▇, ▇.L.P., counsel for General Counsel to the Administrative AgentBorrowers and the Parent, substantially in the form of EXHIBIT D Exhibit B hereto. (e) A certificate of good standing of each of the Borrowers (other than Quaker Mexico) and the Parent certified by the secretary of state of the jurisdiction in which it is incorporated. (f) [Intentionally Omitted] (g) The Borrowers and the Parent shall have paid to Fleet all fees to be paid on the Closing Date in accordance with the provisions of the Fee Letter. (h) [Intentionally Omitted] (i) The Company shall have received the principal amount of the 7.56% Senior Notes issued pursuant to the Additional Note Agreement, which 7.56% Senior Notes and Additional Note Agreement shall be on terms and conditions satisfactory to Fleet.

Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Bank Lender to make an Advance on the occasion of the initial Borrowing is subject to the following conditions precedent that the being satisfied: (a) The Administrative Agent shall have received, received on or before the day of the Effective Date (unless otherwise indicated), initial Borrowing the following, each dated the same day (unless otherwise indicated), following in form and substance satisfactory to the Administrative Agent Agent, each dated the Closing Date, and (except for the Notes) in sufficient copies for each BankLender: (ai) The Revolving Credit Notes payable to the order of the Lenders, respectively. (ii) Certified copies of the resolutions Partnership Agreement and of the Board of Directors charter and by-laws (or equivalent documents) of the BorrowerGeneral Partner (each such copy certified as of a date reasonably close to the Closing Date) and a certificate of the General Partner certifying as to the authority of the Borrower (including, approving without limitation, board of director resolutions and evidence of the incumbency of officers for each General Partner) to execute, deliver and perform this Agreement and of all documents evidencing the Notes and each other necessary corporate action document to be delivered by the Borrower from time to time in connection herewith and governmental approvals, if any, with respect the Advances hereunder (and the Lender may conclusively rely on such certificate until it receives notice in writing from such General Partner to this Agreement.the contrary); (biii) A certificate of the Secretary or an Assistant Secretary of the Borrower, Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.; (iv) A certificate of a Senior Financial Officer of the Borrower to the effect set forth in clauses (a), (b) and (c) Copies of the currently-effective articles or certificates Section 4.02; (v) A favorable opinion of incorporation of Ropes & ▇▇▇▇, counsel to the Borrower, in form and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior substance satisfactory to the date of Lenders, covering such matters incident to the initial Borrowing, issued transactions contemplated hereby as may be requested by the appropriate governmental authority Lenders through the Administrative Agent; (vi) A favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., General Counsel to the State of Utah General Partner, in form and one dated substance satisfactory to the date of Lenders and the initial BorrowingAdministrative Agent, executed covering such matters incident to the transactions contemplated hereby as may be requested by the President, a Vice President, Lenders through the Secretary, or an Assistant Secretary of the Borrower.Administrative Agent; (dvii) Copies A favorable opinion of the currently-effective BylawsMilbank, and all amendments theretoTweed, of the Borrower▇▇▇▇▇▇ & ▇▇▇▇▇▇, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York counsel to the Borrower, substantially in the forms of EXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (f) A favorable opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇.L.P., counsel for the Administrative Agent, substantially in the form of EXHIBIT D heretoExhibit D. (b) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and the fees of the Lenders (including the fees and expenses of counsel to the Administrative Agent to the extent then payable).

Conditions Precedent to Initial Borrowing. The This Agreement (and the amendment and restatement of the Existing Credit Agreement to be effected hereby) and the obligation of each Bank Lender to make an its Advance on the occasion of the initial Borrowing is shall be subject to the satisfaction, on or before July 30, 2007, of the following conditions precedent that precedent: (a) The Administrative Agent shall have received counterparts of this Agreement executed by the parties hereto. (b) The following statements shall be true on the Effective Date and the Administrative Agent shall have received, with a copy for each Lender, a certificate signed by a duly authorized officer of each Borrower, dated the Effective Date, stating that: (i) the representations and warranties made by such Borrower and contained in Section 4.01 are true and correct on or before the day and as of the Effective Date (unless otherwise indicatedit being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be correct in all material respects only as of such date), and (ii) no Default has occurred and is continuing on and as of the Effective Date. (c) The Administrative Agent shall have received the following, each dated the same day (unless otherwise indicated)Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each BankLender: (ai) If requested by any Lender pursuant to Section 2.01(c), a Note for the account of such Lender, duly executed by each Borrower, in the amount of such Lender’s Commitment as in effect on the Effective Date. (ii) Certified copies of the certificate of incorporation and by-laws of each Borrower as in effect on the Effective Date. (iii) Certified copies of the resolutions of the Board of Directors of each of the Borrower, Borrowers approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action action, third-party and governmental approvalsapprovals and consents, if any, with respect to this AgreementAgreement and the Notes. (biv) A certificate of the Secretary or an Assistant Secretary of each of the Borrower, Borrowers certifying the names and true signatures of the officers of each of the Borrower Borrowers, respectively, authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (cv) Copies of Evidence that all principal, interest and other amounts owing by the currently-effective articles Borrowers under the Existing Credit Agreement to any lender thereunder that is not a Lender hereunder shall have been (or certificates of incorporation of the Borrower, shall simultaneously be) paid in full and all amendments theretocommitments to extend credit thereunder of any such lender shall have been terminated, accompanied by certificates that such copies are correct and complete, one dated in each case in a date not more than 60 days prior manner satisfactory to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice President, the Secretary, or an Assistant Secretary of the BorrowerAdministrative Agent. (dvi) Copies An opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Esq., Managing Director, Secretary and Assistant General Counsel of Ambac Financial, substantially in the currently-effective Bylaws, and all amendments thereto, form of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the BorrowerExhibit E hereto. (evii) Favorable opinions An opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Senior Vice President and General Counsel of Ambac Assurance, substantially in the form of Exhibit F hereto. (viii) An opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, S.C., Wisconsin special counsel to Ambac Assurance, substantially in the form of Exhibit G hereto. (ix) An opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special New York counsel for the Borrowers, substantially in the form of Exhibit H hereto. (x) An opinion of an external counsel for the Borrowers saying that neither Borrower is an “investment company” within the meaning of the Borrower Investment Company Act of 1940, as amended, in form and substance satisfactory to the Administrative Agent. (xi) An opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, substantially in the forms of EXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (f) A favorable opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇.L.P., counsel for the Administrative Agent, substantially in the form of EXHIBIT D Exhibit I hereto. (d) The Administrative Agent shall have received payment of all fees, costs and expenses due and payable by the Borrowers on the Effective Date pursuant to this Agreement.