Common use of Certain Documents Clause in Contracts

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by each of the BorrowerLoan Parties, the Third Party Security Provider and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement Acknowledgment and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment AgreementConsents, in the form attached set forth hereto as Exhibit B, duly executed by all of the BorrowerLenders holding Term Loans on the Amendment Effective Date (after giving effect to any assignments of Term Loans effectuated pursuant to Section 2.16(c) of the Credit Agreement on or prior to the Amendment Effective Date); (iii) amendments to the other Loan Documents or such other documents as may be necessary or appropriate, in the Guarantors, opinion of the Existing Agent and the Successor Administrative Agent, dated as to effect fully the purposes of this Amendment executed by the parties thereto, including without limitation, any documents that the Administrative Agent may deem reasonably necessary or advisable to reaffirm, confirm or ensure that the Secured Obligations are guaranteed by Holdings and all of the date hereof Subsidiary Guarantors and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredare secured by all Collateral; (iv) a certificate of the secretary, assistant secretary or managing director (where applicable) of each Loan Party and the Third Party Security Provider dated the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the constitutional documents) of such Loan Party or Third Party Security Provider, as applicable, certified copies (to the extent customary in the applicable jurisdiction) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors or Sole Memberand/or shareholders, as applicable, of each such Loan Party approving or such Third Party Security Provider, as applicable, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith executed as of the Amendment Effective Date to which such Loan Party person is a partyparty and that such resolutions, or any other document attached thereto, have not been modified, rescinded, amended or superseded and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment and the other Loan Documents as of the Amendment Effective Date (together with a certificate of another officer as to the incumbency and specimen signature of the secretary, assistant secretary or managing director executing the certificate in this clause (v), and other customary evidence of incumbency) (provided that, with respect to the Third Party Security Provider, Holdings and the Subsidiary Guarantors, the matters referred to in clause (A) and (C) may be evidenced by certifications that the items reference in clauses (A) and (C) have not been modified since the Closing Date and are accurately reflected in the certificates delivered on the Closing Date); (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment good standing certificates (where applicable or such other customary functionally equivalent certificates or abstracts) as the Successor Administrative Agent may reasonably requestrequest of each Loan Party and the Third Party Security Provider (in so-called “long-form” if available), as of a recent date prior to the Amendment Effective Date, from the applicable Governmental Authority of such Loan Party’s or Third Party Security Provider’s (as the case may be) jurisdiction of organization; (vi) a copy favorable opinion of counsels to the notice delivered by Loan Parties, addressed to the Agents and the Lenders in form and substance and from counsels reasonably satisfactory to the Administrative Agent; (vii) an Officer’s Certificate of a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx XxxxxxxBorrower, P.C, counsel addressed to the Borrower), to each Local Revolving Credit Administrative Agent certifying that the Borrower has determined in respect of each outstanding Local Credit Facility pursuant to good faith that this Amendment satisfies the requirements of Section 5.4(c)6.11(d) of the Revolving Credit Agreement; and (viii) such additional documentation as the Administrative Agent may reasonably require.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Agreement executed by the Tranche B-1 Term Loan Lenders, the Required Lenders (provided that the determination of the Required Lenders for purposes of the Amendments provided for in Section 2 shall be made after giving effect to the Incremental Borrowing and the application of proceeds of the Tranche B-1 Term Loans), each Lender that has a Revolving Credit Commitment, the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender other Credit Parties and the Required LendersAgent; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Credit Party approving the execution, delivery and performance of this Amendment Agreement and the other Loan Documents documents to be executed in connection herewith; (iii) a certificate of the secretary or assistant secretary of each Credit Party dated the Effective Date, certifying (A) that attached thereto is a true and complete copy of each organizational document of such Credit Party and that either (x) such organizational documents have not been altered since delivery of such documents on the Effective Date (including certification, if any, by the Secretary of State of the state of its organization delivered on the Effective Date) or (y) such organizational document are in full force and effect on the date hereof, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowings of the Tranche B-1 Term Loans referenced herein, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to which the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (iii)); (iv) a certificate as to the good standing of each Credit Party, to the extent requested by the Agent (in so-called “long-form” if available), as of a recent date, from such Loan Party is a partySecretary of State (or other applicable Governmental Authority); (v) a certificate of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 7.1 of the Credit Agreement and this Section 4 have been satisfied; and (vi) a favorable opinion of Xxxx Xxxxxxx(a) Xxxx, P.C.Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan PartiesBorrower, (b) Elvinger, Hoss & Prussen, Luxembourg counsel to the Borrower, (c) Xxxxx & XxXxxxxx, special U.K. counsel to the Borrower and (d) Xxxxx Stagnetto Xxxxx, special Gibraltar counsel to the Borrower, each in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Agent.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurocurrency Rate Loans or BA Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurocurrency Rate Loans or BA Rate Loans, as the case may be, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrowers and, for the Administrative Agentaccount of each Lender requesting the same, a Note of each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and Borrower conforming to the Required Lendersrequirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Intercreditor Agreement, duly executed and delivered by each of the GuarantorsAlcan; (iii) the Guaranties listed on Schedule 3.1-1, duly executed and delivered by each Guarantor; (iv) except as set forth on Schedule 7.15 (Post-Closing Covenants), the Collateral Documents listed on Schedule 3.1-1 and Schedule 3.1-2, duly executed and delivered by each Borrower and each Loan Party, together with each of the following: (A) evidence (including a Perfection Certificate certified by a Responsible Officer of the Company) reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the closing, the Administrative Agent (for the benefit of the Secured Parties) 71 shall have a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the DBNY Resignation and Assignment Agreement, Administrative Agent may reasonably request with respect to the perfection of its security interests in the form attached hereto Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as Exhibit the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by such Collateral Documents) and (y) copies of Lien search reports as of a recent date and other applicable documents under the laws of any jurisdiction with respect to the registration or recordation of Liens listing all Liens on the assets of each Loan Party, none of which shall indicate a Lien on the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents representing all Stock being pledged pursuant to such Collateral Documents and stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing debt instruments, including all Intercompany Notes, being pledged pursuant to such Collateral Documents duly endorsed in favor of the Administrative Agent or in blank; (D) all Deposit Account Control Agreements, duly executed by the Borrowercorresponding Deposit Account Bank and Loan Party, that, in the Guarantors, reasonable judgment of the Existing Agent and the Successor Administrative Agent, dated shall be required for the Loan Parties to comply with Section 7.12 (Control Accounts, Approved Deposit Accounts); and (E) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all "securities intermediaries" (as defined in the UCC) with respect to all Securities Accounts and securities entitlements of the date hereof Borrowers and each Guarantor and (y2) the “Effective Date” under, and all "commodities intermediaries" (as defined in, in the DBNY Resignation UCC) with respect to all commodities contracts and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of commodities accounts held by the Board of Directors or Sole Member, as applicable, of Borrowers and each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyGuarantor; (v) a favorable opinion of Xxxx Xxxxxxx(A) (1) Xxxxxxxx & Xxxxxxxx LLP, P.C.U.S. outside counsel to the Alcan, counsel in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties), (2) outside counsels to the Loan Parties in Texas, Canada, U.K., Ireland, Belgium, Germany, France, Luxembourg, Switzerland, Italy, Brazil, Mexico and (3) internal counsels to the Loan Parties, in form and substance reasonably satisfactory each case, addressed to the Successor Administrative Agent and the Lenders and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestrequest and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (vi) a copy of the notice articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party (or, if not applicable, by the Secretary or an Assistant Secretary of such Loan Party), together with certificates of 72 such official attesting to the good standing of each such Loan Party, or such other evidence of status reasonably satisfactory to the Administrative Agent under the jurisdiction under which such Loan Party is organized (including, with respect to any Loan Party organized under the laws of Canada or any jurisdiction therein, evidence of registration to do business in each jurisdiction (other than the jurisdiction of organization of such Loan Party) where business is conducted); (vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing (in accordance with local law requirements) the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vi) above; (viii) a certificate of a Responsible Officer of the Company, stating that each Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel is Solvent after giving effect to the Borrower)initial Loans and Letters of Credit, to each Local Agent the application of the proceeds thereof in respect accordance with Section 7.9 (Application of each outstanding Local Credit Facility pursuant Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (ix) a certificate of a Responsible Officer of the Company to the requirements effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (x) evidence reasonably satisfactory to the Administrative Agent that the insurance policies required by Section 5.4(c)7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrowers and each other Loan Party; and (xi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Such Purchaser shall have received each of the following, each dated as the date of the Effective Date applicable Closing Day (unless except as otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent:noted below): (i) this Amendment, duly executed The Note(s) to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;such Purchaser. (ii) Certified copies of the Consent, resolutions of (a) the Board of Directors of the Company authorizing the execution and delivery of this Agreement and Affirmation (including the provision of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”Parent Guaranty), duly executed by the Collateral Documents and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Collateral Documents and the Notes, (b) the Board of Directors of each of the Guarantors; (iii) (x) Subsidiary Guarantors authorizing the DBNY Resignation execution and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as delivery of the date hereof Collateral Documents and (y) the “Effective Date” underc), and as defined inif applicable, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors of the Issuer Subsidiary authorizing execution and delivery of the Notes and of a Confirmation of Acceptance with respect to this Agreement and the Notes. 7 (iii) Certificates of the Secretary or Sole MemberAssistant Secretary and one other officer of each of the Company, the Subsidiary Guarantors, and, if applicable, the Issuer Subsidiary certifying the names and true signatures of the officers of the Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary authorized to sign this Agreement, the Collateral Documents, the applicable Confirmation of Acceptance and the Notes (as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment ) and the other Loan Documents documents to be delivered in connection herewith to which such Loan Party is a party;hereunder or thereunder. (iv) Certified copies of the Company’s, each Subsidiary Guarantor’s, and, if applicable, the Issuer Subsdiary’s Certificate of Incorporation and By-laws. (v) A favorable opinion of the General Counsel of the Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary (or such other counsel designated by the Company and acceptable to the Purchaser(s)) and substantially in the form of Exhibit D attached hereto, and as to such other matters as such Purchaser may reasonably request and (b) if Notes are to be issued by an Issuer Subsidiary which is not organized or incorporated under United States law, a favorable opinion of Xxxx Xxxxxxx, P.C., special counsel to the Loan Partiessuch Issuer Subsidiary, in form and substance reasonably which special counsel shall be satisfactory to the Successor Administrative Agent Purchasers and admitted to practice in the jurisdiction in which such Issuer Subsidiary is incorporated or organized, addressing such matters relating to this Amendment as the Successor Administrative Agent Purchasers may reasonably request;require. The Company and, if applicable, the Issuer Subsidiary hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such authorization, and understand and agree that each Purchaser receiving each such opinion(s) will and is hereby authorized to rely on such opinion(s). (vi) a copy A good standing (or equivalent) certificate for each of the notice delivered by Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary from the secretary of state (or equivalent official) of its jurisdiction of organization dated as of a Responsible Officer recent date and such other evidence of the Borrower status of the Company, the Subsidiary Guarantors, and, if applicable, the Issuer Subsidiary as such Purchaser may reasonably request. (vii) Additional documents or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel certificates with respect to legal matters or corporate or other proceedings related to the Borrower)transactions contemplated hereby as may be reasonably requested by such Purchaser. For Closing Days subsequent to the Closing Day on which Notes are first issued, to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(cclauses (ii), (iii) and (iv) above may, to the extent appropriate, be satisfied by delivery of “bring-down” certifications from the applicable officers.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Restatement Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Restatement Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least one Business Day prior to the Restatement Date) each of the following, each dated as of the Effective Restatement Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this Amendmentthe Amendment Agreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Reaffirmation Agreement, duly executed by the Borrower and each of the GuarantorsGuarantor; (iii) (x) a favorable opinion of Xxxxxx & Bird, LLP, counsel to the DBNY Resignation and Assignment AgreementLoan Parties, in addressed to the form attached hereto as Exhibit B, duly executed by the BorrowerAdministrative Agent, the Guarantors, the Existing Collateral Agent and the Successor Lenders and in form satisfactory to the Administrative Agent, dated as of addressed to the date hereof and (y) the “Effective Date” under, and as defined inAdministrative Agent, the DBNY Resignation Collateral Agent and Assignment Agreement shall have occurredthe Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (iv) certified copies of resolutions a copy of the Board articles or certificate of Directors incorporation (or Sole Memberequivalent Constituent Document) of each Loan Party, certified as applicableof the Effective Date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; provided that, in lieu of delivery of each of the documents set forth in this clause (iv), each applicable Loan Party may deliver a certificate executed by the President or any Vice President of such Loan Party certifying that there have been no material amendments to those documents previously delivered to the Administrative Agent on the Effective Date pursuant to Section 3.1(a)(vii) of the Existing Credit Agreement. (v) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a party; from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (iv) above; provided that, in lieu of delivery of each of the documents set forth in this clause (v) ), each applicable Loan Party may deliver a favorable opinion certificate executed by the President or any Vice President of Xxxx Xxxxxxx, P.C., counsel such Loan Party certifying that there have been no material amendments to those documents previously delivered to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating on the Effective Date pursuant to this Amendment as Section 3.1(a)(viii) of the Successor Administrative Agent may reasonably request;Existing Credit Agreement. (vi) a copy certificate of the notice delivered by chief financial officer of the Borrower, stating that the Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the incurrence of Indebtedness hereunder, the application of the proceeds thereof in accordance with the terms of this Agreement, the payment of all estimated legal, accounting and other fees related thereto; (vii) a certificate of a Responsible Officer to the effect that (A) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Borrower Restatement Date, (B) no Default or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel Event of Default shall exist or be continuing on the Restatement Date after giving effect to the BorrowerBorrowings hereunder, (C) the making of the Loans on such date does not violate any Requirement of Law on the date of or immediately following such date and is not enjoined, temporarily, preliminarily or permanently, (D) each condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) and Section 3.1(h) has been satisfied, and (E) no litigation (except as set forth on Schedule 4.7 (Litigation), to each Local Agent in respect ) has been commenced against any Loan Party or any of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)its Subsidiaries that would have a Material Adverse Effect;

Certain Documents. The Administrative Agent and the Successor Administrative Agent Such Purchaser shall have received each of the following, each dated as the date of the Effective Date applicable Closing Day (unless except as otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent:noted below): (i) this Amendment, duly executed The Note(s) to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;such Purchaser. (ii) Certified copies of the Consent, resolutions of (a) the Board of Directors of the Company authorizing the execution and delivery of this Agreement and Affirmation (including the provision of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”Parent Guaranty), duly executed by the Collateral Documents and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Collateral Documents and the Notes, (b) the Board of Directors (or comparable governing body) of each of the Guarantors; (iii) (x) Subsidiary Guarantors authorizing the DBNY Resignation execution and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as delivery of the date hereof Collateral Documents and (y) the “Effective Date” underc), and as defined inif applicable, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors (or Sole Membercomparable governing body) of the Issuer Subsidiary authorizing execution and delivery of the Notes and of a Confirmation of Acceptance with respect to this Agreement and the Notes. (iii) Certificates of the Secretary or Assistant Secretary and one other officer of each of the Company, the Subsidiary Guarantors, and, if applicable, the Issuer Subsidiary certifying the names and true signatures of the officers of the Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary authorized to sign this Agreement, the Collateral Documents, the applicable Confirmation of Acceptance and the Notes (as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment ) and the other Loan Documents documents to be delivered in connection herewith to which such Loan Party is a party;hereunder or thereunder. (iv) Certified copies of the Company’s, each Subsidiary Guarantor’s, and, if applicable, the Issuer Subsidiary’s Certificate of Incorporation and By-laws (or comparable governing documents). (v) A favorable opinion of the General Counsel of the Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary (or such other counsel designated by the Company and acceptable to the Purchaser(s)) and substantially in the form of Exhibit D attached hereto, and as to such other matters as such Purchaser may reasonably request and (b) if Notes are to be issued by an Issuer Subsidiary which is not organized or incorporated under United States law, a favorable opinion of Xxxx Xxxxxxx, P.C., special counsel to the Loan Partiessuch Issuer Subsidiary, in form and substance reasonably which special counsel shall be satisfactory to the Successor Administrative Agent Purchasers and admitted to practice in the jurisdiction in which such Issuer Subsidiary is incorporated or organized, addressing such matters relating to this Amendment as the Successor Administrative Agent Purchasers may reasonably request;require. The Company and, if applicable, the Issuer Subsidiary hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such authorization, and understand and agree that each Purchaser receiving each such opinion(s) will and is hereby authorized to rely on such opinion(s). (vi) a copy A good standing (or equivalent) certificate for each of the notice delivered by Company, the Subsidiary Guarantors and, if applicable, the Issuer Subsidiary from the secretary of state (or equivalent official) of its jurisdiction of organization dated as of a Responsible Officer recent date and such other evidence of the Borrower status of the Company, the Subsidiary Guarantors, and, if applicable, the Issuer Subsidiary as such Purchaser may reasonably request. (vii) Additional documents or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel certificates with respect to legal matters or corporate or other proceedings related to the Borrower)transactions contemplated hereby as may be reasonably requested by such Purchaser. For Closing Days subsequent to the Closing Day on which Notes are first issued, to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(cclauses (ii), (iii) and (iv) above may, to the extent appropriate, be satisfied by delivery of “bring-down” certifications from the applicable officers.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans or any Peso TIIE Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Loans, at least three Business Days prior to the Closing Date) each of the followingfollowing (except as otherwise provided in Section 7.14 (Post-Closing Matters)), each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrowers and, for the account of each Lender requesting the same, a Note of each Borrower conforming to the requirements set forth herein; (ii) the Guaranty, duly executed and delivered by the Company and each other Guarantor; (iii) the Pledge and Security Agreement, duly executed and delivered by the Company and each other Guarantor, together with each of the following: (A) evidence (including a Perfection Certificate certified by a Responsible Officer of the Company) reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Closing, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party (other than the Mexican Borrowers) as the Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; and (C) all instruments representing Pledged Debt Instruments being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank; (iv) the Foreign Pledge Agreements, duly executed and delivered by the Loan Parties party thereto, together with all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Foreign Pledge Agreements and stock powers for such certificates, instruments and other documents executed in blank; (v) Mortgages for all of the Mortgaged Real Property listed on Schedule 1.1, duly executed and delivered by the Loan Parties party thereto, together with all Mortgage Supporting Documents relating thereto; (vi) a favorable opinion of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of counsel for the Loan Parties), and (B) counsel to the Loan Parties in each of the jurisdictions listed on Schedule 3.1 (a) (Opinion Jurisdictions), in each case addressed to the Agents, the Lenders and the Issuers and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request; (vivii) a copy of each Related Document, the notice delivered Sponsor Management Agreement and the New Subordinated Note Indenture, each certified as being true and correct by a Responsible Officer of the Borrower Company; (viii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by an authorized attorney at Xxxx Xxxxxxxthe Secretary of State of the state of organization of such Loan Party, P.C, counsel together with certificates of such official attesting to the Borrowergood standing of each such Loan Party; (ix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (viii) above; (x) a certificate of the Chief Financial Officer of the Company, stating that the Company and its Subsidiaries are Solvent on a Consolidated basis, after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds), to each Local Agent the consummation of the other Transactions and the payment of all estimated legal, accounting and other fees related hereto and thereto; (xi) a certificate of a Responsible Officer of the Company, in respect of each outstanding Local Credit Facility pursuant form and substance reasonably satisfactory to the requirements Administrative Agent, to the effect that (A) the conditions set forth in Sections 3.1(e)(v), 3.1(e)(vi), 3.1(g), 3.1(h) and 3.2(b) have been satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) has been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (xii) evidence reasonably satisfactory to the Administrative Agent that the insurance policies required by Section 5.4(c7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as applicable, under all insurance policies to be maintained with respect to the properties of the Company and each other Loan Party (other than the Mexican Borrowers); and (xiii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Agreement Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Successor Administrative Agent: (i) counterparts of the Incremental Term Loan Commitment Agreement that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) the MLP, and (D) each Incremental Term Loan Lender; (ii) a Note executed by the Borrower in favor of each Incremental Term Loan Lender that requests a Note reasonably in advance of the Agreement Effective Date; (iii) a Notice of Borrowing relating to the Incremental Term Loans; (iv) a certificate from each Credit Party signed by a Responsible Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) good standing certificates and bring-down telegrams or facsimiles, if any, for the Credit Parties which the Administrative Agent may reasonably have requested, certified by proper governmental authorities; (vi) a certificate signed on behalf of the Borrower (and not in any individual capacity) by a Responsible Officer of the Borrower certifying on behalf of the Borrower that each of the conditions set forth in this Section 9 have been satisfied and that the Incremental Term Loans are being incurred pursuant to clause (a) of the definition of “Incremental Amount”; (vii) an opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Credit Parties, addressed to the Administrative Agent and each of the Lenders, in form and substance and reasonably satisfactory to the Administrative Agent; and (viii) with respect to any parcel of improved Mortgaged Property, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Credit Party) together with a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 9.03 of the Credit Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (i) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (ii) shall name the Collateral Agent, on behalf of the Guaranteed Creditors, as additional insured, (iii) in the case of flood insurance, shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Collateral Agent 45 days’ written notice of cancellation or non-renewal if permitted by applicable law and (iv) shall be otherwise in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated as of the Effective such Facility Increase Date (unless otherwise indicated or agreed to by the Administrative Agent Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) written commitments duly executed by existing Lenders or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Company and the Successor Administrative Agent)) and, in the case of each such Eligible Assignee, an assumption agreement in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the BorrowerCompany, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required Lenderssuch Eligible Assignee; (ii) an amendment to this Agreement, effective as of the ConsentFacility Increase Date and executed by the Company and the Administrative Agent, Agreement to the extent necessary to implement terms and Affirmation conditions of Guaranty in the form attached hereto as Exhibit A Facility Increase (the “Guarantor Consent”including interest rates, fees and scheduled repayment dates and maturity), duly executed as agreed by each of the GuarantorsCompany and the Administrative Agent, which, in any event, except for interest, fees, scheduled repayment dates and maturity, shall not be applied materially differently to the Facility Increase and the existing Facilities; (iii) (x) for the DBNY Resignation and Assignment Agreement, account of each Lender or Eligible Assignee participating in such Facility Increase having requested the form attached hereto as Exhibit B, duly executed same by notice to the Borrower, the Guarantors, the Existing Administrative Agent and the Successor AgentCompany received by each at least three Business Days prior to the Facility Increase Date (or such later date as may be agreed by the Company), dated as of Notes in each applicable Facility conforming to the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredrequirements set forth in Section 2.7(d); (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of for each Loan Party executing any Loan Document as part of such Facility Increase, a certificate of the secretary, assistant secretary or other officer of such Loan Party in charge of maintaining books and records of such Loan Party certifying as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith each document executed as part of such Facility Increase to which such Loan Party is a party; (v) a duly executed favorable opinion opinions of Xxxx Xxxxxxx, P.C., counsel to the Loan PartiesParties in New York and such other local jurisdictions reasonably requested by the Administrative Agent, in form and substance reasonably satisfactory each addressed to the Successor Administrative Agent Agents, the Issuers and the Lenders and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;; and (vi) a copy of such other document as the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Administrative Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received the following documents, each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent Lender, which satisfaction shall be evidenced by the execution and delivery by the Successor Agent:Lender of this Amendment, and dated the Amendment Effective Date (when applicable): (i) this Amendment, duly executed by the Borrower, each Facility Guarantor, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersFirst Lien Administrative Agent (as defined in the Intercreditor Agreement); (ii) the Consentan executed copy of those certain Warrants to Purchase Shares of Common Stock of American Apparel, Agreement and Affirmation of Guaranty Inc. in substantially the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantorshereto; (iii) (x) an executed copy of the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, Fifth Amendment to Credit Agreement with respect to the Existing Agent First Lien Credit Agreement in form and substance reasonably satisfactory to the Successor AgentLender; Amendment No. 9 of American Apparel (USA), dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred;LLC (iv) certified copies of resolutions an executed copy of the Board Amended and Restated Subordination Agreement, with respect to Indebtedness of Directors or Sole Member, the Borrower owed to Xxx Xxxxxxx in substantially the form attached as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyExhibit B hereto; (v) a favorable the Cash Flow Projections and the Yearly Projections (each as defined in the Existing First Lien Credit Agreement); (vi) an opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, addressed to the Lender, in form and substance reasonably satisfactory to the Successor Administrative Agent Lender; and (vii) such other and addressing such matters relating to this Amendment further documents as the Successor Administrative Agent Lender reasonably may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel require and shall have identified prior to the Borrower)execution of this Amendment, in order to each Local Agent in respect confirm and implement the terms and conditions of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)this Amendment.

Certain Documents. The Administrative On or before the first Funding Date, the Loan Agent and the Successor Administrative Agent Initial Lender shall have received each of the following, each dated as appropriately: (i) this Agreement, duly executed and delivered by the parties hereto; (ii) the Notes duly executed by the Borrowers and conforming to the requirements set forth in Section 2.4(d) hereof; (iii) the documents described in clauses (i), (ii), and (iii) of the Effective Date (unless otherwise agreed to definition of "Collateral Documents", duly executed and delivered by the Administrative Agent parties thereto; (iv) the favorable opinions of (A) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to America West, (B) Arnold & Porter, cxxxxxx xo US Airways and the Successor Administrative Agent)Guarantor, (C) Xxxxxal Xxxxxxl of America West in form and substance satisfactory to the Administrative Loan Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and (D) General Counsel of US Airways and the Required LendersGuarantor; (iiv) a copy of the Consent, Agreement and Affirmation articles or certificate of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by incorporation of each of the GuarantorsBorrowers and the Guarantor, certified as of a recent date by the Secretary of State of the state of organization of such Person, together with a "long-form" certificate of such official attesting to the good standing of such Person; (iiivi) a certificate of each of the Borrowers and the Guarantor signed on behalf of such Person by its Secretary or an Assistant Secretary certifying (xA) the DBNY Resignation names and Assignment Agreementtrue signatures of each officer of such Person who has been authorized to execute and deliver each Loan Document required to be executed and delivered by or on behalf of such Person hereunder or thereunder, (B) the by-laws of such Person as in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of effect on the date hereof and of such certification, (yC) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board such Person's board of Directors or Sole Member, as applicable, of each Loan Party directors approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party it is a partyparty and (D) that there have been no changes in the certificate of incorporation of such Person from the certificate of incorporation delivered pursuant to the immediately preceding clause; (vvii) a favorable opinion certificate of Xxxx Xxxxxxxeach of the Borrowers and the Guarantor, P.C.signed by its duly authorized officer, counsel certifying (i) that all representations and warranties of such Person contained in Article IV hereof are true and correct in all material respects on and as of the Closing Date, before and after giving effect to any Borrowing to be made on such date and to the Loan Partiesapplication of the proceeds therefrom, in form and substance reasonably satisfactory (ii) that no Default or Event of Default has occurred and is continuing, or would result from any Borrowing to be made on such date and the Successor Administrative Agent and addressing such matters relating to this Amendment as application of the Successor Administrative Agent may reasonably request;proceeds therefrom; and (viviii) a copy of the notice ATSB Loan Agreements and of each counter-guarantee or guarantee delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxxthereunder, P.C, counsel all in form and substance satisfactory to the Borrower), to Loan Agent and each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Lender.

Certain Documents. The Administrative On or before the first Funding Date, the Loan Agent and the Successor Administrative Agent Initial Lender shall have received each of the following, each dated as appropriately: (i) this Agreement, duly executed and delivered by the parties hereto; (ii) the Notes duly executed by the Borrowers and conforming to the requirements set forth in Section 2.4(d) hereof; (iii) the documents described in clauses (i), (ii), and (iii) of the Effective Date (unless otherwise agreed to definition of "Collateral Documents", duly executed and delivered by the Administrative Agent parties thereto; (iv) the favorable opinions of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Vedder, Price, Xxxxxxx & Kammholz, P.C., counsel to America West, (B) Xxxxxx & Xxxxxx, counsel to US Airways and the Successor Administrative Agent)Guarantor, (C) General Counsel of America West in form and substance satisfactory to the Administrative Loan Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and (D) General Counsel of US Airways and the Required LendersGuarantor; (iiv) a copy of the Consent, Agreement and Affirmation articles or certificate of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by incorporation of each of the GuarantorsBorrowers and the Guarantor, certified as of a recent date by the Secretary of State of the state of organization of such Person, together with a "long-form" certificate of such official attesting to the good standing of such Person; (iiivi) a certificate of each of the Borrowers and the Guarantor signed on behalf of such Person by its Secretary or an Assistant Secretary certifying (xA) the DBNY Resignation names and Assignment Agreementtrue signatures of each officer of such Person who has been authorized to execute and deliver each Loan Document required to be executed and delivered by or on behalf of such Person hereunder or thereunder, (B) the by-laws of such Person as in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of effect on the date hereof and of such certification, (yC) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board such Person's board of Directors or Sole Member, as applicable, of each Loan Party directors approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party it is a partyparty and (D) that there have been no changes in the certificate of incorporation of such Person from the certificate of incorporation delivered pursuant to the immediately preceding clause; (vvii) a favorable opinion certificate of Xxxx Xxxxxxxeach of the Borrowers and the Guarantor, P.C.signed by its duly authorized officer, counsel certifying (i) that all representations and warranties of such Person contained in Article IV hereof are true and correct in all material respects on and as of the Closing Date, before and after giving effect to any Borrowing to be made on such date and to the Loan Partiesapplication of the proceeds therefrom, in form and substance reasonably satisfactory (ii) that no Default or Event of Default has occurred and is continuing, or would result from any Borrowing to be made on such date and the Successor Administrative Agent and addressing such matters relating to this Amendment as application of the Successor Administrative Agent may reasonably request;proceeds therefrom; and (viviii) a copy of the notice ATSB Loan Agreements and of each counter-guarantee or guarantee delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxxthereunder, P.C, counsel all in form and substance satisfactory to the Borrower), to Loan Agent and each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Lender.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facilities Increase Date for such Facilities Increase each of the following, each dated as of the Effective on or prior to such Facilities Increase Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, written commitments duly executed by the Borrowerapplicable Incremental Lenders in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower Representative and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in Section 2.01(c) (Facilities Increase)) and, in the case of each Incremental Lender that is not an existing Lender at the time of the applicable Facilities Increase, an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower Representative and duly executed by the Borrower Representative, the Administrative Agent, each 2010 Extending Term Agent and such Incremental Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) subject to the Consent, Agreement and Affirmation requirements of Guaranty in the form attached hereto as Exhibit A Section 2.01(c) (the “Guarantor Consent”Facilities Increase), duly an amendment to this Agreement, effective as of the Facilities Increase Date and executed by each the Borrower Representative, the Administrative Agent and the applicable Incremental Lenders, to the extent necessary to implement the terms and conditions of the GuarantorsFacilities Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower Representative and the Administrative Agent; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors Directors, the Board of Managers or Sole Member, as applicablethe case may be, of each Loan Party approving the consummation of such Facilities Increase and the execution, delivery and performance of the corresponding amendments to this Amendment Agreement and the other Loan Documents delivered to be executed in connection herewith therewith; (iv) a favorable opinion of counsel for the Loan Parties, addressed to which such Loan Party is a partythe Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment other documents as the Successor Administrative Agent may reasonably request; (vi) request or as any Incremental Lender participating in such Facilities Increase may reasonably require as a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel condition to the Borrower), to each Local Agent its commitment in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Facilities Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the First Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Required Lenders: (i) a counterpart of this Amendment signed on behalf of (A) the Borrower, (B) each other Loan Party and (C) the Lenders party hereto; (ii) unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory certificates of good standing with respect to each Loan Party, each dated as of a recent date prior to the Administrative Agent and the Successor Agent: (i) this AmendmentFirst Amendment Effective Date, duly executed such certificates to be issued by the Borrower, appropriate officer or official body of the Administrative Agentjurisdiction of organization of such Loan Party, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty which certificates shall indicate that such Loan Party is in good standing in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantorsapplicable jurisdiction; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by a certificate of an Authorized Officer of the Borrower, certifying as to the Guarantors, the Existing Agent conditions set forth in Section 3(c) and the Successor Agent(d) hereof, (iv) a certificate for each Loan Party, dated as of the date hereof and (y) the “First Amendment Effective Date” under, duly executed and delivered by such Loan Party’s secretary or assistant secretary, managing member, general partner, or other appropriate person reasonably acceptable to the Administrative Agent as defined inapplicable, as to: (A) such Person’s Organization Documents, as amended, modified or supplemented as of the DBNY Resignation and Assignment Agreement shall have occurredFirst Amendment Effective Date, certified by the appropriate officer or official body of the jurisdiction of organization of such Person; (ivB) certified copies of resolutions of each such Person’s board of directors (or other managing body, in the Board case of Directors or Sole Membera Person that is not a corporation) then in full force and effect expressly and specifically authorizing, as applicableto the extent relevant, all aspects of each the Loan Party approving Documents applicable to such Person and the execution, delivery and performance of this Amendment and the other each Loan Documents delivered Document, in connection herewith each case to which be executed by such Loan Party is a party;Person; and (vC) the incumbency and specimen signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person, and a favorable opinion list of Xxxx Xxxxxxx, P.C., counsel to all officers and directors of the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing . Each such matters relating to this Amendment as the Successor Administrative Agent certificate shall provide that each Secured Party may reasonably request; (vi) conclusively rely thereon until such Secured Party shall have received a copy further certificate of the notice delivered by a Responsible Officer secretary, assistant secretary, managing member or general partner, as applicable, of such Person canceling or amending the prior certificate of such Person as provided in Section 8.01(k) of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Loan Agreement.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated as of the Effective Date (Date, to the extent not delivered in connection with the Existing Credit Agreement unless otherwise agreed to requested by the Administrative Agent and the Successor Administrative Agent)Agents, in form and substance satisfactory to the Administrative Agent Agents and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending a Revolving Lender and Credit Note of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Reaffirmation Agreement, duly executed by the Borrower and each Guarantor party thereto, together with, to the extent not delivered in connection with the Existing Credit Agreement unless otherwise requested by the Administrative Agent, each of the Guarantorsfollowing: (A) evidence satisfactory to the Agents that, upon the filing and recording of instruments delivered on the Initial Closing Date or the Effective Date, as applicable, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Security Agreement) and (y) copies of UCC search reports as of a recent date prior to the Effective Date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those that shall be terminated on the Effective Date or are otherwise permitted hereunder; (B) all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in the reasonable judgment of the Administrative Agent, shall be required for the Loan Parties to comply with Section 5.11 (Control Accounts; Approved Deposit Accounts); and (1) Securities Account Control Agreements duly executed by the appropriate Loan Party and all “securities intermediaries” (as defined in the UCC) with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor that, in the reasonable judgment of the Administrative Agent, shall be required for the Loan Parties to comply with Section 5.11 (Control Accounts; Approved Deposit Accounts) and (2) commodity account control agreements duly executed by the appropriate Loan Party and all “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor; (iii) a favorable opinion of (xA) Xxxxx Xxxx & Xxxxxxxx, counsel to the DBNY Resignation and Assignment AgreementLoan Parties, in substantially the form attached hereto as of Exhibit BG (Form of Opinion of Counsel for the Loan Parties), duly executed by addressed to the BorrowerAgents, the GuarantorsLenders and the Issuers, (B) local counsel to the Loan Parties, addressed to the Agents, the Existing Agent Lenders and the Successor Agent, dated Issuers and addressing such other matters as of any Lender through the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredAdministrative Agent may reasonably request; (iv) certified copies of resolutions a copy of the Board articles or certificate of Directors incorporation (or Sole Memberequivalent Constituent Document) of each Loan Party, certified as applicableof a recent date prior to the Effective Date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (v) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a party; from the certificate of incorporation (vor equivalent Constituent Document) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel delivered pursuant to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestclause (iv) above; (vi) a copy certificate of the notice delivered by a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied, (B) no litigation has been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (vii) evidence satisfactory to the Agents that the insurance policies required by Section 5.3 (Maintenance of Property; Insurance) and any Collateral Document are in full force and effect as of the Effective Date, together with, unless otherwise agreed by the Agents, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the Collateral of the Borrower and each other Loan Party; and (or by an authorized attorney at Xxxx Xxxxxxxviii) such other certificates, P.Cdocuments, counsel to agreements and information respecting any Loan Party as any Lender through the Borrower), to each Local Administrative Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 3 Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to Agent: (1) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each Guarantor, (D) the Consenting Lenders together comprising the Required Lenders and (E) each Replacement Term B-3 Lender; (2) such customary certificates of resolutions or other action, incumbency certificates of Responsible Officers of Holdings, the Borrower and each Company Guarantor as the Successor Administrative Agent may reasonably requestrequire evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (vi3) such other documents as the Lenders or the Administrative Agent may reasonably request to evidence that Holdings, the Borrower and each Company Guarantor is duly organized or formed, and that each of them is validly existing, in good standing in its jurisdiction of organization (to the extent such concept is applicable in the relevant jurisdiction), except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (4) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, customary in form and substance and reasonably satisfactory to the Administrative Agent; and (5) the Administrative Agent shall have received the results of lien searches reasonably requested by the Administrative Agent. (6) a copy Borrowing Request relating to the Term B-3 Loans delivered to the Administrative Agent (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time, one Business Day prior to the Amendment No. 3 Effective Date); (7) a Note executed by the Borrower in favor of a Replacement Term B-3 Lender if such Replacement Term B-3 Lender requests a Note, reasonably in advance of the notice delivered by Amendment No. 3 Effective Date; (8) a certificate of a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), effect that each of the conditions set forth in Sections 2.20 and 4.2 of the Credit Agreement and this Section 4 have been satisfied; and (9) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Local Agent in Mortgaged Property (together, with respect to each such Mortgaged Property that is determined to be located within a special flood hazard area, with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto and as applicable, evidence of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(cinsurance).

Certain Documents. The Administrative Agent and the Successor Administrative Agent following shall have been received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance be satisfactory to the Administrative Agent and the Successor Agenteach Noteholder: (i) duly executed counterparts of this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), one or more duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement9.00% Senior Notes, in the form attached hereto as Exhibit B, A; (iii) duly executed counterparts of the Amended and Restated Loan Agreement, dated of even date herewith, amending the Loan Agreement, in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Borrower, the Guarantors, the Existing Agent Company and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredall other parties thereto; (iv) certified duly executed counterparts of the Security Agreement, the Mortgage and the Environmental Indemnity Agreement, each in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Company and all other parties thereto; (v) evidence that all other actions necessary or desirable to perfect and protect the security interests created by the Security Documents have been taken; (vi) duly executed counterparts of the Collateral Agency Agreement, in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Company and all other parties thereto; (vii) certificate of the Secretary or Assistant Secretary of the Company attaching and certifying copies of (A) the certificate of incorporation, as amended, of the Company certified by the Secretary of State of Delaware, (B) the bylaws, as amended, of the Company, (C) the resolutions of the Board board of Directors or Sole Memberdirectors of the Company, as applicable, of each Loan Party approving authorizing the execution, delivery and performance of this Amendment, the 9.00% Senior Notes, the Note Agreement as amended hereby, the Security Documents and all related documents (collectively, the "Amendment Documents"), and (D) the name, title and true signature of each officer of the Company executing the Amendment Documents; (viii) current appraisals pertaining to the Company's real property, plant, equipment and inventory; (ix) Phase I environmental site assessment reports with respect to any real property to be owned or leased by the Company from and after the Effective Date; (x) evidence that the Company has entered into documentation amending the Master Equipment Lease to (A) waive all existing Defaults and Events of Default as defined therein and (B) amend the financial covenants contained therein to be consistent with the financial covenants contained in the Note Agreement as amended by this Amendment; (xi) evidence that each of Fifth Third Bank and General Electric Capital Corporation has consented to the execution and delivery of this Amendment and the other Loan Amendment Documents delivered in connection herewith to which such Loan Party is a partyby the Company; (vxii) a favorable an opinion of from Xxxxx Xxxxx Xxxx Xxxxxxx, P.C.LLC, counsel to for the Loan PartiesCompany, dated the Effective Date, in form form, scope and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requesteach Noteholder; (vixiii) a copy an opinion from VanAntwerp, Monge, Xxxxx & Xxxxxxx, LLP, counsel for the Company, dated the Effective Date, in form, scope and substance satisfactory to each Noteholder; and (xiv) audited Fiscal Year 2001 consolidated financial statements of the notice Company and its Subsidiaries, together with the unqualified report thereon by Xxxxxx Xxxxxxxx LLP marked "draft", delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to accordance with the requirements of Section 5.4(c)5.17(b) of the Note Agreement other than those relating to the timing of the delivery thereof.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (ia) this Amendment, duly executed by each of the Parent, the Borrower, the Guarantors party hereto, the Administrative Agent, each 2010 Extending Euro Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (iib) an officer’s certificate of the ConsentBorrower, Agreement and Affirmation of Guaranty substantially in the form attached hereto as Exhibit A (delivered to the “Guarantor Consent”)Administrative Agent on the Closing Date, duly executed by each of the Guarantorswith appropriate insertions and attachments; (iiic) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly an executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable legal opinion of Xxxx Xxxxxxx, P.C.Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Loan Parties, in form and substance reasonably satisfactory acceptable to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestAgent; (vid) a copy an executed legal opinion of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.CCMS Xxxxxx Xxxxx Partnerschaft von Rechtsanwälten und Steuerberatern mbB, counsel to the Borrower), in form and substance reasonably acceptable to the Administrative Agent; and (e) an executed legal opinion of Weil, Gotshal & Xxxxxx LLP, counsel to the Administrative Agent, as to legality, validity and enforceability of the documents subject to German Law, in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall have received from each grantor of the German law governed pledges under the relevant existing German Security Documents (the “Existing German Pledge Agreements”): (i) confirmation and junior ranking share pledge agreements with respect to each Local Agent existing share or partnership interest pledge agreement entered into by the relevant grantor of German share or partnership interest pledges; and (ii) confirmation and junior ranking bank account pledge agreements with respect to each existing bank account pledge agreement entered into by the relevant grantor of German bank account pledges; each in respect of each outstanding Local Credit Facility pursuant form and substance reasonably satisfactory to the requirements of Section 5.4(c)Administrative Agent.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending a Revolving Lender and Credit Note or Revolving Credit Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Guaranty, duly executed by each of the GuarantorsGuarantor; (iii) (x) the DBNY Resignation and Assignment Pledge Agreement, in the form attached hereto as Exhibit B, duly executed by the BorrowerBorrower and each Guarantor, together with: (A) evidence satisfactory to the Guarantors, Administrative Agent that the Existing Administrative Agent and (for the Successor Agent, dated as benefit of the date hereof Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests (on behalf of the Secured Parties) in the Collateral and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the “Effective Date” underCollateral except for those which shall be terminated, and as defined infor which termination statements have been provided, on the DBNY Resignation Closing Date); and (B) share certificates representing all of certificated Pledged Stock being pledged pursuant to such Pledge Agreement and Assignment Agreement shall have occurredundated stock powers for such share certificates executed in blank; (iv) a favorable opinion of (A) Xxxxxx & Xxxxxx L.L.P., counsel to the Loan Parties, in substantially the form of Exhibit H and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (v) a copy of each Related Document (other than the Senior Note Indenture and the Subordinated Note Indenture) certified as being complete and correct by a Responsible Officer of the Borrower; (vi) copies of resolutions the Senior Note Indenture and the Subordinated Note Indenture certified as being complete and correct by a Responsible Officer of the Board Borrower; (vii) a copy of Directors the articles or Sole Membercertificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as applicableof a recent date by the Secretary of State of the state of organization or formation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (viii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (vix) a favorable opinion certificate of Xxxx Xxxxxxxa Responsible Officer of the Borrower, P.C., counsel stating that the Borrower and each Guarantor is Solvent after giving effect to the Merger, the issuance of the Notes, the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.11 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) (Representations and Warranties; No Defaults) has been satisfied and (B) no litigation not listed on Schedule 4.7 shall have been commenced against any Loan PartiesParty or any of its Subsidiaries that, in form and substance if adversely determined, would have a Material Adverse Effect; (xi) evidence reasonably satisfactory to the Successor Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and addressing any Collateral Document are in full force and effect; (a) a pro forma estimated balance sheet of the Borrower and its Subsidiaries at the Closing Date giving effect to the Merger and the transactions contemplated thereby and the issuance of the Notes, (b) audited annual financial statements of Xxxxx and its Subsidiaries and Newmark and its Subsidiaries through the Fiscal Year ended December 31, 2001 and (iii) the Borrower's business plan which shall include a financial forecast on a quarterly basis after the Closing Date through the year of the Scheduled Termination Date prepared by the Borrower's management; and (xiii) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) evidence of the consummation of the Merger on terms reasonably satisfactory to the Administrative Agent; (ii) this Amendment, duly executed by each of the BorrowerBorrower and Holdings, on behalf of itself and each other Loan Party, and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (iiiii) the Consentan Acknowledgment and Consent to Amendment, Agreement and Affirmation of Guaranty in the form attached set forth hereto as Exhibit A (the “Guarantor Consent”)A, duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredRequired Lenders; (iv) certified satisfaction of the Collateral and Guarantee Requirements as required under the Credit Agreement, as amended hereby, with respect to ANR, Inc. (notwithstanding that ANR, Inc. is not a Domestic Subsidiary Loan Party), including: (1) a counterpart of the Assumption Agreement to the Guarantee and Collateral Agreement duly executed and delivered to the Administrative Agent on behalf of ANR, Inc. (2) delivery to the Administrative Agent of a completed Perfection Certificate in respect of ANR, Inc. dated the Effective Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to ANR, Inc. in the jurisdictions contemplated by the Perfection Certificate and copies of resolutions the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Board of Directors Credit Agreement or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyhave been released; (v3) the execution and delivery to the Administrative Agent of all documents, financing statements, agreements and instruments, and the taking of all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Administrative Agent may reasonably request and delivery of evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents; and (4) delivery to the Administrative Agent, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank dated as of the Effective Date, a favorable written opinion of Bartlit Xxxx Xxxxxxx, P.C.Xxxxxx Xxxxxxxxx & Xxxxx LLP, counsel to for the Loan Parties, and Xxxxxx X. Xxxxxx, General Counsel and Vice President of the Borrower and ANR, Inc. in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing covering such matters relating to this Amendment the Loan Documents, as amended and supplemented pursuant to the terms hereof, as the Successor Administrative Agent shall reasonably request. (iv) such additional documentation as the Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)require.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received the following documents, each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent Lender, which satisfaction shall be evidenced by the execution and delivery by the Successor Agent:Lender of this Amendment, and dated the Amendment Effective Date (when applicable): (i) this Amendment, duly executed by the Borrower, each Facility Guarantor and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and including all schedules to the Required LendersCredit Agreement to be replaced pursuant to Section 1(d) hereof; (ii) an executed copy of the ConsentFourth Amendment to Credit Agreement with respect to the Existing First Lien Credit Agreement; AMENDMENT NO. 7, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A OF AMERICAN APPAREL (the “Guarantor Consent”USA), duly executed by each of the Guarantors;LLC (iii) each of the following documents with respect to American Apparel, Inc. (xf/k/a/ Endeavor Acquisition Corp.) (the DBNY Resignation “Parent”) and Assignment Agreementeach other Loan Party, in to the form attached hereto as Exhibit B, duly executed extent requested by the Borrower, the Guarantors, the Existing Agent and the Successor Administrative Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent Agent: (A) a certificate of legal existence and addressing good standing issued by the secretary of state of its state of incorporation and each other state where such matters relating Loan Party is qualified to this Amendment as the Successor Administrative Agent may reasonably requestdo business; (viB) a certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of such entity’s organizational documents; (C) an executed perfection certificate; (D) an executed copy of the notice delivered by a Responsible Officer Joinder and Second Amendment to the Security Agreement; (E) Amended and Restated Ownership Interest and Intercompany Note Pledge and Security Agreement; (F) Amended and Restated Guaranty; (G) an executed copy of Waiver to Credit Agreement dated June 5, 2008 with respect to the Existing First Lien Credit Agreement; (H) an executed copy of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel intercreditor letter between Senior Lender and Lender with respect to the Borroweramendments and other modifications to the Loan Documents contemplated hereby and the other modifications to the Loan Documents set forth in documents (D) through (F) of this Section 2(a)(iii); (I) an executed copy of the intercreditor letter between Senior Lender and Lender with respect to certain amendments and modifications to the Existing First Lien Credit Agreement and the Intercreditor Agreement; and (J) such other documents and agreements reasonably required by the Agents. (iv) lien search results or other evidence reasonably satisfactory to the Administrative Agent (dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Parent, except for Permitted Encumbrances and Liens for which termination statements and releases or subordination agreements are being tendered on the date hereof; (v) all documents and instruments, including financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect Liens intended to be created under the Loan Documents with respect to the Parent and all such documents and instruments shall been so filed, registered or recorded to the satisfaction of the Lender; AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)LLC

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and each Domestic Subsidiary and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note or Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement Pledge and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by the Borrower and each Guarantor, together with each of the Guarantorsfollowing: (1) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on or prior to the Effective Date, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest (subject to Customary Permitted Liens and certain existing Liens identified on Schedule 5.04(b)(ii)) in all Collateral (other than the Material Real Properties (which will be provided post-closing pursuant to Section 5.03(j)), including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of the Collateral Agent's Liens created by the Pledge and Security Agreement) and the payment of all filing and recording fees and taxes related thereto and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name each Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Effective Date or are otherwise permitted hereunder; (2) share certificates representing all of the certificated Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such share certificates executed in blank; and (3) all instruments representing any Pledged Notes being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; (iii) (x) the DBNY Resignation and Assignment Collateral Sharing Agreement, in the form attached hereto as Exhibit B, duly executed by the BorrowerAdministrative Agent, the Guarantors, the Existing Collateral Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” Administrative Agent under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred364-Day Credit Agreement; (iv) certified copies of resolutions a copy of the Board Borrower's Certificate of Directors Incorporation, certified as of a recent date by the Secretary of State of the State of Delaware and good standing certificates for the Borrower from the Secretary of State of the State of Delaware and the Virginia State Corporation Commission; (v) a copy of each Guarantors' Articles of Incorporation, certified as of a recent date by the Secretary of State of the state of organization of such Guarantor and a good standing certificate for each Guarantor from the Secretary of State of the state of organization of such Guarantor; (vi) an opinion of (A) Hunton & Williams, counsel for the Borrower, dated as of the Effectxxx Xxxx, and (B) counsel to the Loan Parties in New York, Delaware, Virginia and West Virginia, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (vii) an opinion of the General Counsel of the Borrower, dated as of the Effective Date; (viii) an opinion of counsel from Weil, Gotshal & Manges LLP, counsel for the Administrative Agent, dated as xx xxe date hereof; (ix) a certificate of the Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clauses (iii) and (v) above; (vx) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel compliance certificate with respect to the Loan Partiesfinancial covenants contained in Section 5.02 executed by the Borrower's chief financial officer, in form and substance reasonably satisfactory to the Successor Administrative Agent; (xi) a certificate of an authorized officer of the Borrower to the effect that since October 31, 2001 there has been no Material Adverse Change; (xii) a revocation by an authorized officer of the Borrower of the Borrower's November 6, 2002 election to convert the outstanding Loans to term loans; (xiii) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 5.03(e) and addressing any Collateral Document are in full force and effect, together with endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies existing on the Effective Date with respect to the properties of the Borrower and its Subsidiaries; and (xiv) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated as of the Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Amendment executed by each Lender, the Borrower, Loan Parties and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered documents to be executed in connection herewith to which such herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party is a partyconfirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a favorable opinion certificate (1) signed by the chief financial officer, controller or chief accounting officer of Xxxx Xxxxxxxthe Borrower, P.C.stating that on the Amendment Effective Date, counsel no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the Loan Partiesextent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 2.17 of the Credit Agreement (after giving effect to the waiver in Section 6 of this Amendment) and this Section 3 are satisfied; and (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on April 16, 2021 in connection with Amendment No. 2, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Agent.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date following (unless otherwise agreed to or waived by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and dated as of the Successor AgentFourth Amendment Effective Date: (i) this Amendment, duly executed by the BorrowerBorrowers, the Administrative Agent, each 2010 Extending Tranche B1 Term Lender, each 2010 Extending Revolving Loan Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) written commitments in form and substance satisfactory to the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, Administrative Agent duly executed by the Borrower, applicable Tranche B1 Term Loan Lenders in an aggregate amount at least equal to the Guarantors, the Existing Agent and the Successor Agent, dated as amount of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredTranche B1 Term Loans; (iv) certified copies a copy of the (A) except for the Luxembourg Borrower, certificates of such official attesting to the good standing of each such Loan Party in such State and (B) with respect to the Luxembourg Borrower, (x) an excerpt delivered by the Luxembourg RCS on or prior to the Fourth Amendment Effective Date and (y) a certificate of absence of judicial decisions (certificat de non-inscription d’une décision judiciaire), delivered by the Luxembourg RCS, with respect to the situation of the Luxembourg Borrower on or prior to the Fourth Amendment Effective Date; (A) with respect to the US Borrower, a certificate of a Secretary or Assistant Secretary of the US Borrower or such other Person designated to act on behalf of the US Borrower; (B) with respect to the Luxembourg Borrower, a certificate of a Category A and/or Category B Manager (or such other Person designated to act on behalf of the Luxembourg Borrower) authorized for such purpose by the Luxembourg Borrower; and (C) with respect to any other Loan Party, a certificate of a Secretary, an Assistant Secretary or a Vice President of such Loan Party or such Person designated to act on behalf of such Loan Party, in each case, certifying (w) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment and any Loan Document or any other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (x) that there have been no changes in the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification from the by-laws (or equivalent Constituent Document) of such Loan Party delivered in connection with Amendment No. 2 to the Credit Agreement other than those changes attached to the certificate, (y) the resolutions of the such Loan Party’s Board of Directors or the Board of Managers or Sole Member, as applicable, of each Loan Party Member (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, including the incurrence of the Tranche B1 Term Loans and (z) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered in connection herewith with Amendment No. 2 to which such Loan Party is a partythe Credit Agreement other than those changes attached to the certificate; (vvi) a favorable opinion of (A) Xxxx Xxxxxxx, P.C., counsel to the Loan PartiesParties and (B) counsel to the Luxembourg Borrower in Luxembourg, each in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vivii) a copy certificate of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx XxxxxxxUS Borrower, P.C, counsel in form and substance satisfactory to the Borrower)Administrative Agent, to stating that the US Borrower and each Local Agent in respect of each outstanding Local Credit Facility pursuant its Subsidiaries on a consolidated basis are Solvent after giving effect to the requirements Tranche B1 Term Loans, the application of Section 5.4(c)the proceeds thereof in accordance with this Amendment and the payment of all estimated Attorney Costs, and accounting and other fees related to this Amendment and the Acquisition and to the other Loan Documents and the transactions contemplated thereby; and (viii) such additional documentation as the Administrative Agent may reasonably require prior to the execution and delivery of this Amendment.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 1 Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Successor Administrative Agent: (i) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) the MLP, (D) the Required Lenders and (E) the Incremental Term Loan Lender; (ii) a Note executed by the Borrower in favor of the Incremental Term Loan Lender if the Incremental Term Loan Lender requests a Note reasonably in advance of the Amendment No. 1 Effective Date; (iii) a Notice of Borrowing relating to the Increase; (iv) a certificate from each Credit Party signed by a Responsible Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) good standing certificates and bring-down telegrams or facsimiles, if any, for the Credit Parties which the Administrative Agent may reasonably have requested, certified by proper governmental authorities; (vi) a certificate signed on behalf of the Borrower (and not in any individual capacity) by a Responsible Officer of the Borrower certifying on behalf of the Borrower that each of the conditions set forth in this Section 4 have been satisfied and including supporting calculations demonstrating compliance with the Consolidated First Lien Net Leverage Ratio; (vii) an opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Credit Parties, addressed to the Administrative Agent and each of the Lenders, in form and substance and reasonably satisfactory to the Administrative Agent; and (viii) with respect to any parcel of improved Mortgaged Property, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Credit Party) together with a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 9.03 of the Credit Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (i) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (ii) shall name the Collateral Agent, on behalf of the Guaranteed Creditors, as additional insured, (iii) in the case of flood insurance, shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Collateral Agent 45 days’ written notice of cancellation or non-renewal if permitted by applicable law and (iv) shall be otherwise in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, ; provided that the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to acknowledges that the requirements of Section 5.4(c)this clause (viii) were satisfied on November 19, 2013.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of received, on the Effective Date, the following, each dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)indicated, in form and substance satisfactory to the Administrative Agent and (except for the Successor AgentNotes) in sufficient copies for each Lender and the Issuer: (i) From each party hereto either (A) a counterpart of this AmendmentAgreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement. (ii) The Tranche A Notes and the Tranche B Notes to the order of the Tranche A Lenders and Tranche B Lenders, respectively, duly executed by the Borrower, . (iii) A favorable written opinion (addressed to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender the Issuer and the Required Lenders and dated the Effective Date) of (A) Willkie Farr & Gallagher, counsel for the Credit Parties, xx xxxx xxx subxxxxxx xxtisfactory to the Lenders; , the Issuer and the Administrative Agent (iiand the Credit Parties hereby instruct such counsel to deliver such opinion to the Administrative Agent, the Issuer and the Lenders) and (B) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each general counsel of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Credit Parties, in form and substance reasonably satisfactory to the Successor Lenders, the Issuer and the Administrative Agent (and the Credit Parties hereby instruct such general counsel to deliver such opinion to the Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;Lenders). (viiv) a copy A letter of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent credit application in respect of each outstanding Local the Letter of Credit Facility pursuant to in the requirements of Section 5.4(c)Issuer's customary form, duly completed and executed by the Borrower.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient originally executed copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the Borrowers, Terra Industries, the Administrative Agent and each Lender; (ii) a Guaranty and Security Affirmation, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Borrowers and the Required Lenders; Guarantors (ii) the Consent, Agreement other than MCC and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”its Subsidiaries), duly executed by each of the Guarantors; (iii) a Guaranty supplement (in the form of Exhibit A attached to the Guaranty), duly executed and delivered by MCC and each of its Material Subsidiaries which are Domestic Subsidiaries, and the Administrative Agent pursuant to which MCC and such Material Subsidiaries have become parties to the Guaranty as Subsidiary Guarantors; (iv) the MCC Joinder Agreement duly executed and delivered by MCC and its Subsidiaries which are Guarantors and the Administrative Agent, together with each of the following: Evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Effective Date, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral owned by MCC or its Subsidiaries (other than with respect to priority (i) Collateral securing the MCC Credit Agreement, with respect to which the Secured Parties’ Lien shall be subject only to the Lien granted in favor of the lenders under the MCC Credit Agreement and (ii) Liens permitted hereunder), including (x) such documents duly executed by each Loan Party as the DBNY Resignation Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral owned by MCC and Assignment its Subsidiaries (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports (i) with respect to all Loan Parties (other than MCC and its Subsidiaries) as of the date the previous search reports were delivered to the Administrative Agent or its counsel at the Initial Closing Date and (ii) with respect to MCC and its Subsidiaries, as of a recent date listing all effective financing statements that name MCC or any of its Subsidiaries each as a debtor, together with copies of such financing statements, in each case in clauses (i) and (ii) above, none of which shall cover the Collateral except for those that shall be terminated on the Effective Date or are otherwise permitted hereunder; (v) such documents duly executed by each Loan Party, to the extent such Loan Party’s signature is required under Requirements of Law, as the Administrative Agent may request with respect to the perfection of its security interests, including for the purposes of maintaining and/or continuing the priority thereof, in the Collateral (including new financing statements, each under the UCC, with respect to the perfection of Liens created by the Pledge and Security Agreement with respect to MCC and its Subsidiaries); (vi) a satisfactory appraisal report of the Inventory of the Borrowing Base Contributors; (vii) each (x) MCC Intercreditor Agreement duly executed and delivered by each party thereto and (y) joinder agreement to the Senior Secured Note Intercreditor Agreement and the Senior Second Lien Note Intercreditor Agreement executed by MCC and its Subsidiaries which are Guarantors; (viii) a favorable opinion of (A) Xxxxxxxx & Xxxxx LLP, counsel to each of the Loan Parties, in substantially the form attached hereto as of Exhibit G-1 and (B) counsel to the Loan Parties in England and Canada, in substantially the form of Exhibit G-2 and Exhibit G-3, respectively, addressed to the Administrative Agent and the Lenders and Issuer; (ix) certified copies of each of the MCC Acquisition Documents and each other document and instrument executed and delivered in connection therewith, duly executed by the Borrower, parties thereto and each in form and substance reasonably satisfactory to the Guarantors, the Existing Agent and the Successor Administrative Agent, dated as together with a certificate of the date hereof Secretary or an Assistant Secretary of Terra Capital that, as at the Effective Date, such MCC Acquisition Documents and other documents and instruments of which are attached thereto (A) are true and complete copies of the originals thereof and (yB) the “Effective Date” under, are in full force and as defined in, the DBNY Resignation effect and Assignment Agreement shall have occurrednot been modified or amended from such attached copies; (ivx) certified copies of resolutions a certificate of the Board of Directors Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying and attaching (A) the names and true signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered to which it is a party and the transactions contemplated by this Agreement, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its formation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, together with a certificate, as of recent date, of the Secretary of State of the jurisdiction of its formation and of each jurisdiction in connection herewith to which such Loan Party conducts business, attesting to the good standing of each such Loan Party in each such jurisdiction and (D) a copy of the Constituent Documents of each Loan Party, certified as of a recent date by the Secretary of State of the state or jurisdiction of formation of such Loan Party or by another Person acceptable to the Administrative Agent, to the extent the Secretary or the Assistant Secretary is a partyunable to certify that the Constituent Documents of such Loan Party have not been amended, revised or modified in any way since the Initial Closing Date; (vxi) a favorable opinion certificate of Xxxx Xxxxxxxthe Chief Financial Officer of each Borrower, P.C.stating that such Borrower is Solvent after giving effect to transactions contemplated in this Agreement, counsel including the MCC Acquisition and the payment of all estimated legal, accounting and other fees related hereto and thereto; (xii) a certificate of a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) has been satisfied, (B) no litigation not listed on Schedule 4.7 shall have been commenced against any Loan PartiesParty or any of its Subsidiaries which is reasonably likely to be adversely determined and, in form if adversely determined, would have a Material Adverse Effect and substance reasonably (C) no Material Adverse Change has occurred since December 31, 2003; (xiii) the financial statements required to be delivered pursuant to clause (a) of Section 4.4; (xiv) evidence satisfactory to the Successor Administrative Agent and addressing the Lenders that the insurance policies required by Section 7.5 and any Collateral Documents are in full force and effect, together with (A) in the case where such matters relating insurance policies cover property constituting solely Collateral, endorsements naming the Administrative Agent, on behalf of the Secured Parties, (B) in the case where such insurance policies cover property constituting both Collateral and Senior Secured Note Collateral, endorsements naming both the Administrative Agent and the Senior Secured Note Trustee as their respective interests may appear and (C) in the case where such insurance policies cover property constituting solely Senior Secured Note Collateral, endorsements naming the Senior Secured Note Trustee, in each case, as additional insured and/or loss payee under the subject insurance policies to this Amendment be maintained with respect to the properties of Terra Industries, the Borrowers and each of their Subsidiaries; (xv) the Loan Purchase Agreement, duly executed and delivered by Terra Industries and the Administrative Agent; and (xvi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, Agreement duly executed by Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders); (ii) the ConsentGuarantee and Security Agreement, Agreement executed and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed delivered by each of the GuarantorsGroup Member; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit Bexecuted and delivered by Holdings, duly executed by the Borrower, the Guarantors, the Existing Administrative Agent and the Successor First Lien Administrative Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies duly executed favorable opinions of resolutions counsel to the Loan Parties in New York, Delaware and Indiana each addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request; (v) a copy of the Board of Directors or Sole Member, as applicable, each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified (where available) as of a recent date by such Governmental Authority, together with, if applicable, certificates (where available) attesting to the good standing of such Loan Party in the jurisdiction of its organization; (vi) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party;; and (vvii) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Section 3.1(k) has been satisfied, (B) both the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to the initial Term Loans, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 6.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (C) attached thereto are complete and correct copies of each principal document relating to the Equity Redemption requested by the Administrative Agent and (D) the consummation of the Related Transactions and the funding of the initial Term Loans hereunder and the use of proceeds thereof will not constitute a default (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel any event which with due notice or lapse of time or both will be a default) under any material Contractual Obligation of Borrower or any of its Subsidiaries the default under which could reasonably be expected to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)have a Material Adverse Effect.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Partiesits reasonable discretion, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the Intercreditor Agreement, duly executed and delivered by the Revolving Credit Agent and each Loan Party party thereto; (iii) the Guaranty, duly executed and delivered by each Guarantor; (iv) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), the Pledge and Security Agreement, duly executed and delivered by the Borrower and each Guarantor, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on or before the Closing Date, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest (having the priority set forth in the Intercreditor Agreement) in the Collateral, including (x) the filing of financing statements under the UCC, (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such matters relating to this Amendment financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder and (z) such other such documents duly executed by each Loan Party as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel request with respect to the Borrowerperfection of its security interests in the Collateral (including patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement); (B) all certificates, to each Local Agent in respect of each outstanding Local Credit Facility instruments and other documents representing all Pledged Stock being pledged pursuant to the requirements of Section 5.4(c)such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank;

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor AgentLenders and in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and each Guarantor and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note or Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) a favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, U.S. counsel to the ConsentLoan Parties, in substantially the form of Exhibit E (Form of Opinion of U.S. Counsel for the Loan Parties), (B) Xxxxx & XxXxxxxx Amsterdam N. V., The Netherlands counsel to the Loan Parties in form and substance acceptable to the Administrative Agent, and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A other Loan Documents on the Effective Date (including any Loan Document to be executed on the “Guarantor Consent”), duly executed by each of the GuarantorsEffective Date) after giving effect to this Agreement; (iii) a copy of the articles or certificate of incorporation (xor equivalent Constituent Document) of the DBNY Resignation Borrower and Assignment Agreementeach Guarantor, in the form attached hereto certified as Exhibit B, duly executed of a recent date by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Secretary of State of the date hereof and state of organization of such Loan Party or other comparable official, together with certificates of such official attesting to the good standing (ywhere such concept is legally relevant) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredof each such Loan Party; (iv) certified copies a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of the such Loan Party’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (iii) above; (v) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a senior officer of the Borrower to the effect that (x) the representations and warranties contained in Article IV (Representations and Warranties) 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; and (vi) such other certificates, documents, agreements and information respecting any Loan Parties, in form and substance reasonably satisfactory to Party as any Lender through the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent Agents shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent)Agents, in form and substance satisfactory to the Administrative Agent Agents and the Successor Agenteach Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the Borrower and Group; (ii) Lender Consents, duly executed and delivered by the ‘‘Lenders’’ constituting ‘‘Requisite Lenders’’ (each under and as defined in the Existing Credit Agreement); (iii) for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (iv) the Guaranty, duly executed by each Guarantor; (v) the Pledge and Security Agreement, duly executed by the BorrowerBorrower and each Guarantor, together with each of the following: (A) evidence satisfactory to the Administrative Agents that, upon the filing and recording of instruments delivered on the Closing Date, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Required Lenders; Collateral Documents, including (iix) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), such documents duly executed by each Loan Party as the Administrative Agents may request with respect to the perfection of the GuarantorsCollateral Agent’s security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder; (iiiB) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (vi) amendments to all Mortgages for all of the Material Owned Real Properties of the Loan Parties identified on Schedule 4.19 (Real Property) (xexcept as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) a favorable opinion of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties), and addressing such other related matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations (including Regulation U of the Board of Governors of the Federal Reserve System), the perfection of all security interests purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements, and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (ix) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, Intercreditor Agreement duly executed by the BorrowerAdministrative Agents, the Guarantors, the Existing Collateral Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredLoan Parties; (ivi) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each of Group and the Borrower, certified copies as of a recent date by the Secretary of State (or local equivalent, if applicable) of its jurisdiction of organization and (B) a certificate of the Secretary or an Assistant Secretary of each of Group and the Borrower certifying (1) the by-laws (or equivalent Constituent Document) of each of Group and the Borrower as in effect on the date of such certification, (2) the resolutions of each of Group’ and the Borrower’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which each of Group and the Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of each of Group and the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (A) above; (ii) a certificate of the Secretary or an Assistant Secretary of each of Group and the Borrower certifying the names and true signatures of each officer of each of Group and the Borrower who has been authorized to execute and deliver this Agreement and any Loan Document or other document required hereunder to be executed and delivered by or on behalf of each of Group and the Borrower; (iii) a certificate of the Secretary or an Assistant Secretary of each Loan Party (other than each of Group and the Borrower) certifying (A) for each Loan Party other than each of Group and the Borrower, that each officer of such Loan Party who has been authorized to execute and deliver any Loan Document (as defined in the Existing Credit Agreement) is authorized to execute each Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to the Existing Credit Agreement on the Original Closing Date and (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Existing Credit Agreement on the Original Closing Date approving and authorizing the execution, delivery and performance of the Loan Documents (as defined in the Existing Credit Agreement) to which it is a partyparty remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of the Loan Documents executed in accordance herewith; (vx) a favorable opinion certificate of Xxxx Xxxxxxxthe chief financial officer of Group, P.C.stating that the Borrower is Solvent and that the Borrower and the Subsidiary Guarantors (taken as a whole), counsel are Solvent, in each case, after giving effect to the Loan Partiesinitial Loans and Letters of Credit, the application of the proceeds thereof in form accordance with Section 7.9, the payment of all estimated legal, accounting and substance other fees related hereto and thereto and the consummation of the Xxxxxxx Acquisition and the other transactions contemplated hereby; (xi) a certificate of a Responsible Officer of Group to the effect that (A) the conditions set forth in Section 3.2 have been satisfied and (B) there are no pending or threatened actions, suits, investigations, litigation or proceedings pending or threatened in any court or before any arbitrator or Governmental Authority that (I) in the aggregate could reasonably be expected to have a Material Adverse Effect or (II) restrain, prevent or impose, or can reasonably be expected to impose, materially adverse conditions upon the Xxxxxxx Acquisition, the Facilities or the transactions contemplated thereby. (xii) evidence satisfactory to the Successor Administrative Agent Agents that the insurance policies required by Section 7.5 and addressing any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agents, endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of each Loan Party; (xiii) receipt of a valuation by the Agents (by a nationally recognized appraisal firm, valuation consultant or investment banking firm) of all Intellectual Property associated therewith of Group and its Subsidiaries prior to giving effect to the Xxxxxxx Acquisition, which in no event shall be less than $400,000,000; and (xiv) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor applicable Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent Such Purchaser shall have received each of the following, each dated as the date of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor AgentClosing: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersThis Agreement; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the GuarantorsThe Note(s) to be issued to such Purchaser; (iii) A favorable opinion of (xa) Baker & Daniels, independent counsel to the DBNY Resignation Company satisfacxxxx to xxxx Xxrchaser and Assignment Agreement, substantially in the form of Exhibit D-1 attached hereto and as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated to such other matters as of the date hereof such Purchaser may reasonably request and (yb) Baker & Daniels, special local counsel to the “Effective Date” underCompany, satisxxxxxry xx xxxx Purchaser and substantially in the form of Exhibit D-2 attached hereto with respect to the Lafayette Property and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and exchange of any Notes will constitute a reconfirmation of such direction, and as defined in, the DBNY Resignation understands and Assignment Agreement shall have occurredagrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying, among other things, (A) as to the names, titles and true signatures of the officers of the Company authorized to sign this Agreement, the Notes, the Collateral Documents and the other documents to be delivered in connection with this Agreement, (B) that attached as Exhibit A thereto is a true, accurate and complete copy of the Certificate of Incorporation of the Company, certified copies by the Secretary of State of Delaware as of a date not more than ten (10) Business Days from the date of Closing, (C) that attached as Exhibit B thereto is a true, accurate and complete copy of the Company's Bylaws which were duly adopted and are presently in effect and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors or Sole Member, as applicable, (authorizing the issuance and exchange of each Loan Party approving the Notes and the execution, delivery and performance of this Amendment Agreement) duly adopted by written action or at a meeting of the Company's Board of Directors, and the other Loan Documents delivered in connection herewith to which such Loan Party resolutions have not been rescinded, amended or modified and (E) that attached as Exhibit D thereto is a party;good standing certificate for the Company from the Secretary of State of Delaware; and (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Loan Parties, in form and substance transactions contemplated hereby as may be reasonably satisfactory to the Successor Administrative Agent and addressing requested by such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Purchaser.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 2 Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the BorrowerBorrowers, Holdings and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the ConsentConsent and Agreement, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the each, a “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation Acknowledgment and Assignment AgreementConsent, in the form attached hereto as Exhibit BB (each, duly a “Lender Consent”), executed by the BorrowerLenders which, when combined, constitute the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredRequisite Lenders; (iv) certified copies of resolutions a certificate of the Board of Directors Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying (A) for each Loan Party that each officer of such Loan Party who has been authorized to execute and deliver the Credit Agreement or, as the case may be, the Guaranty is authorized to execute this Amendment and each other Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to the Credit Agreement and (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Credit Agreement approving and authorizing the execution, delivery and performance of the Credit Agreement or the other Loan Documents to which it is a party remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of this Amendment and the other Loan Documents delivered executed in connection herewith to which such Loan Party is a partyaccordance herewith; (v) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer to the Loan Partieseffect that each of the conditions set forth in clauses (c), in form (d) and substance reasonably satisfactory (e) below has been satisfied; and (vi) such additional documentation as the Lenders party to the Successor Administrative Agent and addressing such matters relating to this Amendment as Lenders’ Consent or the Successor Administrative Agent may reasonably requestrequire; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required LendersIssuers; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Liens and Guaranty, duly executed by the Borrower and each of the GuarantorsSubsidiary Guarantor; (iii) an executed Acknowledgment and Consent from (xA) Lenders constituting the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof Requisite Lenders and (yB) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredall Revolving Credit Lenders; (iv) certified copies a favorable opinion of resolutions Holland & Knight, counsel to the Loan Parties, in substantially the form of Exhibit E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (v) a certificate dated as of a recent date from the Secretary of State of the Board state of Directors incorporation of the Borrower attesting to the good standing of the Borrower; (vi) a certificate of the Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) and the by-laws (or equivalent Constituent Document) delivered to the Administrative Agent on the Closing Date; (vvii) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer to the effect that (A) the representations and warranties set forth in Article IV and in the other Loan PartiesDocuments are true and correct on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in form which case such representations and substance warranties shall have been true and correct as of such earlier date, (B) no Default or Event of Default has occurred and is continuing and (C) no litigation not listed on Schedule 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably satisfactory expected to result in a Material Adverse Change; and (viii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note of the Required LendersBorrower conforming to the requirements set forth herein; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Guaranty, duly executed by each of the GuarantorsSubsidiary Guarantor; (iii) (x) the DBNY Resignation Pledge and Assignment Security Agreement, in the form attached hereto as Exhibit B, duly executed by the BorrowerBorrower and each Subsidiary Guarantor, together with each of the following: (A) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Closing, the Guarantors, Administrative Agent (for the Existing Agent and the Successor Agent, dated as benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral; (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank; provided, however, that any instruments representing Pledged Debt Instruments set forth on Schedule 2 to the Pledge and Security Agreement that have not been delivered by the Borrower on or before the Closing Date shall be delivered by the Borrower to the Administrative Agent not later than 60 days following the Closing Date (or by such later date hereof as may be agreed to by the Administrative Agent); and (yD) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all “Effective Datesecurities intermediaries” under, and (as defined in, in the DBNY Resignation UCC) with respect to all Securities Accounts and Assignment Agreement shall have occurredsecurities entitlements of the Borrower and each Subsidiary Guarantor and (2) all “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor; (iv) certified copies of resolutions the Cayman Share Mortgage, along with certificates representing all Pledged Stock being pledged thereunder and stock powers for such certificates executed in blank; (v) Mortgages and UCC fixture filings for all of the Board Real Properties of Directors the Loan Parties identified on Schedule 4.16 (Real Property) (except as may be agreed to by the Administrative Agent), together with title policies, surveys, opinion(s) of counsel and other supporting documentation reasonably acceptable to the Administrative Agent; provided, however, that the Borrower shall be required to deliver a zoning verification letter in form and substance reasonably acceptable to the Administrative Agent not later than 15 Business Days following the Closing Date (or Sole Memberby such later date as may be agreed to by the Administrative Agent); (vi) a favorable opinion of (A) Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, counsel to the Loan Parties, in substantially the form of Exhibit F (Form of Opinion of Counsel for the Loan Parties), (B) counsel to the Loan Parties in Arizona, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as applicableany Lender through the Administrative Agent may reasonably request and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (vii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (viii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (vix) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan Parties, in form and substance reasonably Letter of Credit) has been satisfied and (B) no litigation not listed on Schedule 4.6 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (x) evidence satisfactory to the Successor Administrative Agent that the insurance policies required by Section 6.4 (Maintenance of Insurance) and addressing any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and each other Loan Party; (xi) the Projections referred to in Section 4.4(b); (xii) an A/R Test Certificate dated as of the Effective Date; and (xiii) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facilities Increase Date for such Facilities Increase each of the following, each dated as of the Effective such Facilities Increase Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendmentwritten commitments duly executed by existing Lenders or Qualified Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed among the Borrowers and the Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in the Facilities Increase Notice) and, in the case of each such Qualified Assignee, an assumption agreement in form and substance satisfactory to the Agent and duly executed by the BorrowerBorrowers, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required Lenderssuch Qualified Assignee; (ii) the Consent, an amendment to this Agreement and Affirmation of Guaranty in the form attached hereto as (including to Exhibit A (the “Guarantor Consent”A), duly effective as of the Facilities Increase Date and executed by each the Borrowers and the Agent, to the extent necessary to implement terms and conditions of the GuarantorsFacilities Increase; (iii) (x) for the DBNY Resignation and Assignment Agreement, account of each Lender or Qualified Assignee participating in such Facilities Increase having requested the form attached hereto as Exhibit B, duly executed same by notice to the Borrower, the Guarantors, the Existing Agent and the Successor AgentBorrowers received by each at least three Business Days prior to the Facilities Increase Date (or such later date as may be agreed by the Borrowers), dated as of Revolving Notes in the date hereof and (y) Revolving Credit Facility conforming to the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredrequirements set forth in Section 2.3; (iv) for each Credit Party executing any Loan Document as part of such Facilities Increase, certified copies of resolutions such Credit Party's board of the Board of Directors directors or Sole Member, as applicable, of each Loan Party other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith each document executed as part of such Facilities Increase to which such Loan Credit Party is a party; (v) a duly executed favorable opinion opinions of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, Credit Parties (in form and substance reasonably satisfactory to the Successor Administrative Agent, as the Agent may request); it being understood that to the extent that such opinions of counsel shall rely upon any other opinion of counsel, each such other opinion shall be in form and substance satisfactory to Agent and addressing such matters relating to this Amendment as shall provide that the Successor Administrative Agent and Lenders may reasonably request;rely thereon; and (vi) such other document as the Agent may reasonably request or as any Lender participating in such Facilities Increase may require as a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel condition to the Borrower), to each Local Agent its commitment in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Facilities Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by Borrower and, for the account of each Lender having requested the same, by notice to the Administrative Agent and the Borrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes conforming to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersrequirements set forth in Section 2.14(e); (ii) the Consent, Agreement Guaranty and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Loan Party, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) evidence that all documents representing all Securities, chattel paper and instruments being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank have been delivered to the First Lien Collateral Agent, and (C) if requested by the First Lien Administrative Agent under Section 3.1 of the First Lien Credit Agreement, perfection certificates identical to those delivered to the First Lien Administrative Agent in connection therewith but addressed to the Administrative Agent and the Lenders; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit B, duly executed by the BorrowerFirst Lien Administrative Agent, the GuarantorsFirst Lien Collateral Agent, the Existing Administrative Agent, Borrower and the other Loan Parties, on terms reasonably satisfactory to Administrative Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredLenders; (iv) certified copies of resolutions collateral assignments by the Loan Parties party thereto of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment Hands On Merger Agreement and the other Loan Documents Stellar Nordia Managed Services Agreement each in form and substance substantially identical to those delivered in connection herewith to which such Loan Party is a partythe First Lien Collateral Agent pursuant to Section 3.1 of the First Lien Credit Agreement; (v) a duly executed favorable opinion opinions of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form Parties (other than the Inactive Subsidiaries) covering matters under Federal law and substance the laws of New York and Delaware reasonably satisfactory to the Successor Administrative Agent, each addressed to the Administrative Agent and the Lenders and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of each Constituent Document of each Loan Party (other than the notice Inactive Subsidiaries) that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vii) a certificate of the secretary or other officer of each Loan Party (other than the Inactive Subsidiaries) in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered by pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered), and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (viii) a certificate of a Responsible Officer of Borrower to the effect that (A) each condition set forth in Section 3.1(g) has been satisfied with respect to the Borrower as of the Closing Date; and (B) since December 31, 2006, there have been no events, circumstances, developments or other changes in facts that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) a certificate of a Responsible Officer of the Borrower to the effect that both (or i) each of the Borrower and each Guarantor (other than the Inactive Subsidiaries) is Solvent and (ii) the Loan Parties taken as a whole are Solvent, in each case, both before and after giving effect to the Loans, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (x) insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by an authorized attorney at Xxxx XxxxxxxSection 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (xi) copies of each Related Document and each Material Contract; (xii) copies of the financial statements, P.C, counsel projections and Pro Forma Balance Sheet referred to in Section 4.4; (xiii) the other documents listed on the checklist of closing items provided by Administrative Agent to the Borrower); and (xiv) such other documents and information as the Administrative Agent, to each Local or Lender through the Administrative Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of received, on the Closing Date, the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)indicated, in form and substance satisfactory to the Administrative Agent and (except for the Successor AgentNotes) in sufficient copies for each Lender: (i) From each party hereto either (A) a counterpart of this AmendmentAgreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement. (ii) The Notes to the order of the Lenders, respectively, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors;. (iii) Copies of each of the Financing Agreements. (xiv) the DBNY Resignation and Assignment The Pledge Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrowerrespective parties thereto, together with evidence that all action necessary or, in the Guarantors, opinion of the Existing Agent and the Successor Administrative Agent, dated as of desirable to perfect and protect the date hereof and (y) Lien created by the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Pledge Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;has been taken. (v) a favorable The Security Agreement, duly executed by the respective parties thereto, together with evidence that all action necessary or, in the opinion of Xxxx Xxxxxxxthe Administrative Agent, P.C.desirable to perfect the Liens created by the Security Agreement has been taken. (vi) A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (A) Willkie Farr & Gallagher, counsel for the Credit Parties, in form axx subxxxxxx xxtisfactory to the Loan Lenders and the Administrative Agent (and the Credit Parties hereby instruct such counsel to deliver such opinion to the Administrative Agent and the Lenders) and (B) the general counsel of the Credit Parties, in form and substance reasonably satisfactory to the Successor Lenders and the Administrative Agent (and the Credit Parties hereby instruct such general counsel to deliver such opinion to the Administrative Agent and addressing the Lenders). (vii) Copies of (A) the audited consolidated and consolidating balance sheets for the members of the Consolidated Group as of December 31, 2000, and the related audited consolidated and consolidating statements of operations, shareholders' equity, and cash flows for the fiscal year ending as of such matters relating to this Amendment date and (B) the unaudited consolidated balance sheet of the Consolidated Group as of June 30, 2000, and the Successor related unaudited statements of operations and cash flows for the six-month period ending as of such date. (viii) Receipt by the Administrative Agent may reasonably request; (vi) a copy of the notice delivered following (or their equivalent) for each of the Credit Parties, certified by a Responsible Officer secretary or assistant secretary as of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel Closing Date to the Borrower), to each Local Agent be true and correct and in respect force and effect as of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such date:

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the First Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent: (1) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each other Guarantor, (D) the Administrative Agent, in its capacity as such, and (E) the 2021 Incremental Term Lenders, in their capacity as such; (2) a written opinion (addressed to the Administrative Agent and addressing such matters relating to this the 2021 Incremental Term Lenders and dated the First Amendment as Effective Date) of Xxxxxx & Xxxxxxx LLP, New York counsel for the Successor Administrative Agent may reasonably requestLoan Parties; (vi3) a certificate from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries on a consolidated basis are Solvent (after giving effect to the incurrence of the 2021 Incremental Term Facility and the application of the proceeds thereof); (4) a certificate of Holdings, the Borrower and each other Loan Party, dated the First Amendment Effective Date, executed by any Responsible Officer (A) either (x) confirming that there have been no changes to the Organizational Documents of the Loan Parties since March 31, 2021 or such later date that such organizational documents were provided as a condition to accession to the Credit Agreement, or (y) if there have been changes to the such Organizational Documents since such date, attaching such Organizational Documents, (B) attaching signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (C) attaching resolutions of the Loan Parties approving and authorizing the execution, delivery and performance of Loan Documents, to which it is a party, certified as of the First Amendment Effective Date and (D) attaching a copy of a good standing certificate (to the notice delivered by extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (5) a Borrowing Request requesting the 2021 Incremental Term Loans in accordance with Section 2.01(b) of the Amended Credit Agreement; (6) a certificate of a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to effect that each Local Agent of the conditions set forth in respect Sections 2.16(f) of each outstanding Local the Credit Facility pursuant to the requirements of Section 5.4(c)Agreement have been satisfied; and

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing the Collateral Agent and in sufficient copies for the Collateral Agent and each Lender: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the Guaranty, duly executed by Holdings and each Subsidiary Guarantor; (iii) the Security Agreement, duly executed by the Borrower, Holdings and each Subsidiary Guarantor, together with: (A) evidence satisfactory to the Administrative Agent that the Collateral Agent (for the benefit of the Secured Parties) has a valid and perfected Second Priority security interest in the Collateral, including (x) such matters relating to this Amendment documents duly executed by each Loan Party as the Successor Administrative Collateral Agent may reasonably requestrequest with respect to the perfection of its security interests in the Collateral (including evidence satisfactory to the Collateral Agent that financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction have been appropriately filed with respect to the perfection of Liens created by the Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date and those in respect of Liens permitted under Section 6.3; (B) evidence satisfactory to the Administrative Agent that all certificates, agreements or instruments representing or evidencing the Securities’ Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to the First Lien Agent (which shall act as bailee for the Collateral Agent); (C) evidence satisfactory to the Administrative Agent that all instruments representing Pledged Notes being pledged pursuant to such Security Agreement, each accompanied by an instrument of transfer undated and endorsed in blank has been received by the First Lien Agent (which shall act as bailee for the Collateral Agent). (D) subject to Section 6.16, evidence satisfactory to the Administrative Agent that all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement) have been delivered to the First Lien Agent (which shall act as bailee for the Collateral Agent); (E) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents; and (F) in respect to granting a Lien on 65% of the stock of Merisant Spain: (I) a Deed of Pledge, dated the Closing Date, duly executed by MFH in favor of the Collateral Agent; and (II) subject to Section 6.16, a certificate of Merisant Spain satisfactory to the Administrative Agent confirming registry of the lien in the company records as required by legal opinion; (iv) the Original Mortgage together with: (A) title insurance policies, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, in their sole discretion; (B) evidence that counterparts of the Original Mortgage have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, to create a valid and enforceable Second Priority Lien on property described therein in favor of the Collateral Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law); and (C) an opinion of counsel in each state in which any Mortgage is recorded in form and substance and from counsel reasonably satisfactory to the Collateral Agent; (A) a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, and (B) subject to Section 6.16, a favorable opinion of counsel to the Loan Parties in the Republic of Spain as to the validity and enforceability of the pledge of shares of Merisant Spain by a Subsidiary of the Borrower, in each case which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent, the Collateral Agent and the Lenders; (vi) a copy of the notice delivered each Senior Subordinated Debt Document, each Senior Subordinated Discount Debt Document and each Disclosure Document certified as being complete and correct by a Responsible Officer of the Borrower Borrower; (vii) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by an authorized attorney at Xxxx Xxxxxxxthe Secretary of State of the state of incorporation of such Loan Party, P.C, counsel together with certificates of such official attesting to the Borrower), to each Local Agent in respect good standing of each outstanding Local Credit Facility such Loan Party; (viii) a certificate of the secretary or an assistant secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the requirements immediately preceding clause; (ix) a certificate of (A) the chief financial officer of the Borrower, stating that the Borrower and each Subsidiary Guarantor taken as a whole is Solvent, and (B) the chief financial officer of Holdings, stating that Holdings together with the Borrower and each Subsidiary Guarantor taken as a whole is Solvent, in each case after giving effect to the Loans, the application of the proceeds thereof to effect the Recapitalization and otherwise in accordance with Section 5.4(c4.16 and the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer of the Borrower to the effect that (A) the conditions set forth in Section 3.2(b) have been satisfied, (B) no litigation shall have been commenced against any Loan Party or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect or which restrains or imposes or can reasonably be expected to impose materially adverse conditions upon the Loans or the transactions contemplated thereby, and (C) the attached Corporate Chart is true, correct and complete in all material respects as of the Closing Date; (xi) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 5.5(b) and any Collateral Document are in full force and effect, together with endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of Holdings, the Borrower and its Subsidiaries; (xii) evidence of the First Lien Lenders consent to the execution and effectiveness of this Agreement and that such execution and effectiveness is a Refinancing Transaction (as defined in the First Lien Credit Agreement), each in form and substance satisfactory to the Administrative Agent; and (xiii) such other certificates, documents, agreements and information respecting any Loan Party as the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by each of the BorrowerLoan Parties, each Third Party Security Provider and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the ConsentAcknowledgment and Consents, Agreement and Affirmation of Guaranty in the form attached set forth hereto as Exhibit A (the “Guarantor Consent”)C, duly executed by each all of the GuarantorsLenders holding Term Loans on the Amendment Effective Date (after giving effect to any assignments of Term Loans effectuated pursuant to Section 2.16(c) of the Credit Agreement on or prior to the Amendment Effective Date); (iii) (x) amendments to the DBNY Resignation and Assignment Agreementother Loan Documents or such other documents as may be necessary or appropriate, in the form attached hereto as Exhibit Bopinion of the Administrative Agent, duly to effect fully the purposes of this Amendment executed by the Borrowerparties thereto, including without limitation, any documents that the GuarantorsAdministrative Agent may deem reasonably necessary or advisable to reaffirm, confirm or ensure that the Existing Agent Secured Obligations are guaranteed by Holdings and the Successor Agent, dated as all of the date hereof Subsidiary Guarantors and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredare secured by all Collateral; (iv) a certificate of the secretary, assistant secretary or managing director (where applicable) of each Loan Party and each Third Party Security Provider dated the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the constitutional documents) of such Loan Party or Third Party Security Provider, as applicable, certified copies (to the extent customary in the applicable jurisdiction) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors or Sole Memberand/or shareholders, as applicable, of each such Loan Party approving or such Third Party Security Provider, as applicable, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith executed as of the Amendment Effective Date to which such Loan Party person is a partyparty and that such resolutions, or any other document attached thereto, have not been modified, rescinded, amended or superseded and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment and the other Loan Documents as of the Amendment Effective Date (together with a certificate of another officer as to the incumbency and specimen signature of the secretary, assistant secretary or managing director executing the certificate in this clause (v), and other customary evidence of incumbency) (provided that, with respect to each of the Third Party Security Providers, Holdings and the Subsidiary Guarantors, the matters referred to in clause (A) and (C) may be evidenced by certifications that the items reference in clauses (A) and (C) have not been modified since the Closing Date and are accurately reflected in the certificates delivered on the Closing Date); (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment good standing certificates (where applicable or such other customary functionally equivalent certificates or abstracts) as the Successor Administrative Agent may reasonably requestrequest of each Loan Party and each Third Party Security Provider (in so-called “long-form” if available), as of a recent date prior to the Amendment Effective Date, from the applicable Governmental Authority of such Loan Party’s or Third Party Security Provider’s (as the case may be) jurisdiction of organization; (vi) a copy favorable opinion of counsels to the notice delivered by Loan Parties, addressed to the Agents and the Lenders in form and substance and from counsels reasonably satisfactory to the Administrative Agent; (vii) an Officer’s Certificate of a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx XxxxxxxBorrower, P.C, counsel addressed to the Borrower), to each Local Revolving Credit Administrative Agent certifying that the Borrower has determined in respect of each outstanding Local Credit Facility pursuant to good faith that this Amendment satisfies the requirements of Section 5.4(c)6.11(d) of the Revolving Credit Agreement; and (viii) such additional documentation as the Administrative Agent may reasonably require.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Such Purchaser shall have received each of the following, each dated as the applicable Closing Day: (i) The Shelf Note(s) to be purchased by such Purchaser; (ii) an Officer’s Certificate certifying that the conditions specified in Sections 4.2(c) and 4.2(d) have been fulfilled; (iii) a certificate of each Credit Party’s Secretary or an Assistant Secretary or a Director or other appropriate person (A) either (1) attaching certified copies of the Effective Date articles or certificate of incorporation (unless otherwise agreed or similar charter documents) and by-laws, operating agreement or partnership agreement, as applicable, of such Credit Party or (2) certifying that no changes have been made to by the Administrative Agent copies delivered under this Agreement since the 2010 Notes Closing Date, (B) certifying as to the resolutions attached thereto and other corporate proceedings relating to the Successor Administrative Agent)authorization, execution and delivery of the Financing Documents to which such Credit Party is a party and, in the case of the Company, the authorization, execution and delivery of the Shelf Notes and (C) certifying the names and true signatures of the officers of such Credit Party authorized to sign the Financing Documents to which such Credit Party is a party and, in the case of the Company, the Shelf Notes; (iv) a confirmation of subsidiary guaranty agreement, in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this AmendmentPurchasers, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partySubsidiary Guarantor; (v) a favorable opinion of Xxxx XxxxxxxXxxxxxxx, P.C.Xxxxx, Xxxxxxx & Xxxxx LLP, special counsel for the Credit Parties (or such other counsel designated by the Credit Parties and acceptable to the Purchaser(s)) substantially in the form of, and covering such matters as set forth in, the opinions attached hereto as Exhibit 4.1(d)(i)(A) and Exhibit 4.1(d)(i)(B). Such opinion shall be satisfactory to such Purchaser and shall cover such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the Loan Partiesissuance and sale of any Shelf Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (vi) a favorable opinion of Xxxxxxx XxXxxxxxx LLP or such other counsel who is acting as special counsel for it in form and substance reasonably satisfactory to connection with the Successor Administrative Agent and addressing issuance of such Shelf Notes, covering such matters relating incident to this Amendment such transactions as the Successor Administrative Agent such Purchaser may reasonably request; (vivii) a copy of Private Placement Number issued by S&P’s CUSIP Service Bureau (in connection with the notice delivered by a Responsible Officer of SVO) for the Borrower Shelf Notes to be purchased; and (viii) additional documents or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel certificates with respect to legal matters or corporate or other proceedings related to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender and each of their respective counsel and in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by each of the BorrowerLoan Parties party th ereto and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note or Notes of the Required Lenders;Borrowers conforming to the requirements set forth herein; Credit Agreement EXIDE TECHNOLOGIES (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Standstill Agreement, duly executed and delivered by each the Pre-Petition Agent, the Pre-Petition Lenders holding 100% of the Guarantorsobligations under the Pre-Petition Facility, the Administrative Agent and the Company; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit B, duly executed and delivered by the BorrowerAdministrative Agent, the GuarantorsPre-Petition Agent, the Existing Agent Company, GNB and the Successor Agent, dated as certain Foreign Subsidiaries of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredCompany; (iv) certified copies of resolutions UCC search reports as of a recent date listing all effective financing statements that name the Company as debtor, together with copies of such financing statements; (A) delivery by the Pre-Petition Agent of share certificates held by it pursuant to the Pre-Petition Facility representing such of the Board of Directors or Sole Membercertificated Pledged Stock being pledged pursuant to this Agreement and stock powers for such share certificates executed in blank, as applicablethe Administrative Agent may require; (B) delivery by the Pre-Petition Agent of instruments held by it pursuant to the Pre-Petition Facility representing such of the Pledged Notes pledged pursuant to this Agreement as shall be requested by the Administrative Agent, in each case duly endorsed in favor of the Administrative Agent or in blank; (C) delivery by the Company of share certificates not in the possession of the Pre-Petition Agent representing such of the remaining Pledged Stock being pledged pursuant to this Agreement and stock powers for such share certificates executed in blank, as the Administrative Agent may require; and (D) delivery by the Company of instruments not in the possession of the Pre-Petition Agent representing such of the remaining Pledged Notes pledged pursuant to this Agreement as shall be requested by the Administrative Agent, in each case duly endorsed in favor of the Administrative Agent or in blank; (vi) evidence satisfactory to the Administrative Agent that all Liens encumbering the assets of any Non-Filing Subsidiary (which are not permitted under the terms of this Agreement) have been or will be discharged and released on the Closing Date; (vii) a favorable opinion of Xxxxxxxx & Xxxxx, counsel to the Company and its Domestic Subsidiaries, in substantially the form of Exhibit G-1 (Form of Opinion of Counsel for the Company and its Domestic Subsidiaries), addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (viii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of the Company and each of the Domestic Guarantors, certified as of a recent date by the Secretary of State of the state of incorporation of such Person, in each case, together with certificates of such official attesting to the good standing of each such Person; 77 Credit Agreement EXIDE TECHNOLOGIES (ix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to subclause (viii) above; (vx) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer of the Company to the effect that the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied; (xi) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of each Loan Party; (xii) such title insurance policies, current as built surveys, zoning letters and certificates of occupancy, delivered by the Company in connection with the Third Amendment dated as of December 28, 2001, to the Pre-Petition Facility, in each case satisfactory to the Administrative Agent, in its sole discretion; (xiii) evidence satisfactory to the Administrative Agent of the receipt of the consents, authorizations and approvals, and the making of the filings, listed on Schedule 4.2 (Consents); and (xiv) evidence of satisfactory adequate protection provisions and treatment (if any) with respect to the obligations of the Company and its Domestic Subsidiaries (other than GNB) under the Pre-Petition Facility that have been agreed to by the Pre-Petition Lenders, the Pre-Petition Agents and the Administrative Agent pursuant to the Interim Order, which adequate protection provisions shall include: (A) subject to the satisfaction of the Liquidity Test, the payment of Adequate Protection Payments on the third (3rd) Business Day after each Measurement Date; (B) a super priority Claim as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to the Claims under Section 364(c) (1) of the Bankruptcy Code held by the Lenders, subject to the Carve-Out; (C) a Lien on all of the assets of the Borrowers (including, without limitation, the Accounts in the United States) that are encumbered in favor of the Administrative Agent, which adequate protection Lien shall have a Credit Agreement EXIDE TECHNOLOGIES priority immediately junior to the priming and other Liens to be granted in favor of the Administrative Agent hereunder, subject to the Carve-Out; (D) the payment on a current basis of the reasonable fees and expenses (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants and auditors) incurred by the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for thereunder; and (E) an agreed upon cash budget for the twelve-month period commencing on April 15, 2002. (xv) reasonably satisfactory evidence that the amounts outstanding under the Domestic Receivables Facility have been paid in full, the commitments thereunder have been terminated and all related guarantees and security interests have been terminated; (xvi) reasonably satisfactory evidence that Citibank, N.A., London branch, shall have received commitments under the European A/R Facility of no less than the Dollar Equivalent of $165,000,000, on terms and conditions satisfactory to the Administrative Agent, on or prior to the Closing Date; (xvii) a consent, in form and substance reasonably satisfactory to the Successor Administrative Agent, of the Pre-Petition Lenders and the Pre-Petition Agents to the super-priority status of the Liens granted pursuant to this Agreement, duly executed and delivered by the Pre-Petition Agents, or satisfactory evidence of non-objection to the Interim Order by the Pre-Petition Agents and a preponderance of the Pre-Petition Lenders. (xviii) the Administrative Agent shall have received satisfactory appraisal reports on the Inventory and addressing the fixed assets to be included in the calculation of Total Availability on the Closing Date. (xix) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent For each Advance (with respect to clauses (ii) and (iii), for each Advance other than the Successor Administrative Initial Advance): (i) on or before the Closing Date with respect to the Initial Advance and in all other cases not later than ten (10) Business Days before the date of such Advance, Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to a certification by the Administrative Agent and the Successor Administrative AgentIndependent Engineer with respect to such Advance (with copies as required by subsection 6.1R), in substantially the form and substance satisfactory of Exhibit I with all blanks appropriately filled in to the Administrative Agent and the Successor satisfaction of Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) not later than ten (10) Business Days before the Consentdate of such Advance, Agreement Agent and Affirmation the Independent Engineer shall have received (a) if no Lender’s Title Policy is then in effect, a written report from Title Company indicating that no mechanic’s liens or materialmen’s liens (other than Permitted Liens) have been recorded in the official records of Guaranty Humboldt or Pershing Counties, Nevada affecting the estate or interests insured by the Owner’s Title Policy or (b) if a Lender’s Title Policy is then in effect, a notice of title continuation or bring-down date endorsement to the Lender’s Title Policy in the form attached hereto as Exhibit A (of a CLTA 122 endorsement from Title Company that reflects the “Guarantor Consent”), duly executed by each date and the amount of the Guarantors;requested disbursement and contains no exceptions to title (other than Permitted Liens) not then or earlier approved by Agent. Without qualifying the preceding sentence, if any mechanics’ Liens or other Liens (other than Permitted Liens) are filed against the Project or the NGP I Property anytime before any Advance, Issuer shall cause NGP I, at Agent’s option, to take any of the actions described in clauses (i) or (ii) of subsection 4.2H with respect to such Lien; and (iii) at such time as construction has advanced to the point where the foundations and footings for the Project are in place and the Independent Engineer has advised that such a survey is appropriate, and in sufficient time to enable the Independent Engineer to deliver the certification required by clause (xi), Agent and the Independent Engineer shall have received: (a) an updated survey showing that the DBNY Resignation location of said foundations and Assignment Agreementfootings is entirely within the Site, and does not encroach upon any easement, rights of way, applicable setback lines or adjoining land or breach or violate any covenant, condition or restriction of record, or any applicable building or zoning ordinance, such survey to conform to the 2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Association Company Surveys and be otherwise reasonably acceptable to Note Holders, prepared by CFA, Inc. or another registered or licensed surveyor reasonably acceptable to Note Holders and Title Company, and certified to NGP I, Agent, Note Holders and Title Company; (b) an endorsement by Title Company to the Lender’s Title Policy (if then in effect) in the form attached hereto as Exhibit Bof CLTA 102.5 insuring that building foundations are entirely within the Site and do not violate any covenant, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof condition or restriction or record; and (yc) until all foundations and footings are completely installed, if NGP I proposes to use the “Effective Date” underproceeds of such Advance for such newly installed foundations and footings, as-built foundation field drawings and, if requested by Agent or Independent Engineer, an updated survey showing all additional foundations and as defined in, footings since the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)most recent survey.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by the BorrowerBorrower and, for the account of each Lender having requested the same by notice to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required LendersBorrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), copies of Notes (with originals to follow promptly thereafter) in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Consent, Agreement Guaranty and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent and (B) within two (2) Business Days following the Closing Date, all certificates representing all Securities for corporations (and to the extent any limited liability company or limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such limited liability company or limited partnership) being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Second Lien Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredLoan Parties; (iv) certified copies of resolutions Mortgages for each Material Real Property of the Board of Directors or Sole MemberLoan Parties identified on Schedule 4.16, if any, (except as applicablemay be agreed to by the Administrative Agent), of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan together with all Mortgage Supporting Documents delivered in connection herewith to which such Loan Party is a partyrelating thereto; (v) a duly executed favorable opinion and customary opinions of Xxxx Xxxxxxx, P.C., counsel to the Loan PartiesParties in New York and each jurisdiction of organization of any Loan Party, in form and substance reasonably satisfactory each addressed to the Successor Administrative Agent Agent, the L/C Issuers and the Lenders and addressing such customary matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of each Constituent Document of each Loan Party that is on file with the notice delivered secretary of state (or other similar Governmental Authority) in the jurisdiction of its organization, certified as of a recent date by such secretary of state (or other similar Governmental Authority), together with, if applicable, certificates attesting to the good standing or existence of such Loan Party in its jurisdiction of organization; (vii) a Responsible Officer certificate of the Borrower secretary or other officer of each Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or by an authorized attorney at Xxxx Xxxxxxxother appropriate governing body approving and authorizing the execution, P.C, counsel delivery and performance of each Loan Document to which such Loan Party is a party; and (viii) customary insurance certificates in form and substance satisfactory to the Borrower), to each Local Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in respect of each outstanding Local Credit Facility pursuant to the requirements of full force and effect and have all endorsements required by such Section 5.4(c)7.5.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated as of the Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Amendment executed by each Lender, the Borrower, Loan Parties and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered documents to be executed in connection herewith to which such herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party is a partyconfirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a favorable opinion certificate (1) signed by the chief financial officer, controller or chief accounting officer of Xxxx Xxxxxxxthe Borrower, P.C.stating that on the Amendment Effective Date, counsel no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the Loan Partiesextent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 2.17 of the Credit Agreement (after giving effect to the waiver in Section 5 of this Amendment) and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on October 2, 2019 in connection with Amendment No. 1 to the Credit Agreement, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;Agent; and (vivii) if requested by any Additional Lender, a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel Note payable to the Borrower), to each Local Agent in respect order of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Additional Lender.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Purchaser shall have received each of the following, each dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentapplicable Closing Day: (i) this Amendment, duly executed The Note(s) to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;such Purchaser. (ii) the Consent, Agreement and Affirmation Certified copies of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (xa) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Memberof the Company, as applicable, of each Loan Party approving authorizing the execution, execution and delivery and performance of this Amendment Agreement and the issuance of the Notes, (b) the resolutions of the General Partner of the Guarantor, authorizing the execution and delivery of this Agreement and the issuance of the Facility Guarantee, and (c) all documents evidencing other necessary corporate or partnership action and governmental approvals, if any, with respect to this Agreement, the Notes and the Facility Guarantee. (iii) A certificate of (a) the Secretary or an Assistant Secretary and one other officer of the Company, certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other Loan Documents documents to be delivered in connection herewith hereunder and (b) the Secretary or an Assistant Secretary and one other officer of the General Partner of the Guarantor, certifying the names and true signatures of the officers of the General Partner of the Guarantor authorized to which such Loan Party is a party;sign this Agreement and the other documents to be delivered hereunder. (iv) Certified copies of (a) the Certificate of Incorporation and By-laws of the Company and (b) the Partnership Agreement of each Guarantor. (v) a A favorable opinion of Xxxx XxxxxxxHenry W. Winkleman, P.C.Esq., Corporate Counsel of the Company anx xxx Xxxxxxxxxx (or such other counsel designated by the Company and acceptable to the Loan Parties, in form and substance reasonably Purchaser(s)) satisfactory to such Purchaser and substantially in the Successor Administrative Agent form of Exhibit D-1 (in the case of the Series A Notes) or D-2 (in the case of any Shelf Notes) attached hereto and addressing as to such other matters relating to this Amendment as the Successor Administrative Agent such Purchaser may reasonably request;. The Company and the Guarantors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes and any Facility Guarantee will constitute a reconfirmation of such direction, and understand and agree that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A good standing certificate for the Company from the Secretary of State of Delaware and for each Guarantor from the Secretary of State (or equivalent official) of its jurisdiction of organization, in each case dated as of a copy recent date and such other evidence of the notice delivered by a Responsible Officer status of the Borrower Company and each Guarantor as such Purchaser may reasonably request. (vii) Certified copies of Requests for Information or by an authorized attorney at Xxxx XxxxxxxCopies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any Restricted Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of Delaware, P.CMassachusetts, counsel New Jersey and Rhode Island, together with copies of such financing statements. (viii) Certified copies of searches of Personal Property Security Act (Ontario) and similar registrations and filings which name the Company or any Restricted Subsidiary (under its present name and previous names) as debtor. (ix) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated as of the Effective such Facility Increase Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent: (i) written commitments duly executed by the applicable Incremental Term Loan Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.1(b) (The Term Loans)) and, in the case of each Incremental Term Loan Lender that is not an existing Lender at the time of the applicable Facility Increase, an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, Borrower and duly executed by the Borrower, the Administrative Agent, each 2010 Extending Agent and such Incremental Term Loan Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consentan amendment to this Agreement, Agreement and Affirmation of Guaranty in the form attached hereto effective as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation Facility Increase Date and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Administrative Agent and the Successor Agentapplicable Incremental Term Loan Lenders, dated as to the extent necessary to implement the terms and conditions of the date hereof Facility Increase (including interest rates, fees and (y) scheduled repayment dates and maturity), as agreed by the “Effective Date” underBorrower and the Administrative Agent but, which, in any case, except for interest, fees, scheduled repayment dates and as defined inmaturity, shall not be applied materially differently to the DBNY Resignation Facility Increase and Assignment Agreement shall have occurredthe existing Term Loan Facility; (iviii) certified copies of resolutions of the Board of Directors (or Sole Member, as applicable, equivalent governing body) of each Loan Party approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Amendment Agreement and the other Loan Documents delivered to be executed in connection herewith to which such Loan Party is a partytherewith; (viv) a favorable opinion of Xxxx Xxxxxxx, P.C., (A) counsel to the Loan PartiesParties that is reasonably acceptable to Administrative Agent, in substantially the form and substance reasonably satisfactory of Exhibit E (Form of Opinion of counsel for the Loan Parties), (B) counsel to the Successor Borrower in Nevada, (C) counsel to Payless ShoeSource, Inc. in Missouri and (D) counsel to Payless ShoeSource Worldwide, Inc. and Payless ShoeSource Distribution, Inc. each in Kansas, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request;; and Term Loan Agreement Collective Brands Finance, Inc. (viv) such other documents as the Administrative Agent may reasonably request or as any Incremental Term Loan Lender participating in such Facility Increase may reasonably require as a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel condition to the Borrower), to each Local Agent its commitment in respect of each outstanding Local Credit such Facility pursuant to the requirements of Section 5.4(c)Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of WCAS VIII Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed and delivered by each of the GuarantorsWCAS VIII; (iii) (x) the DBNY Resignation WCAS CP III Guaranty and Assignment the Pledge Agreement, in the form attached hereto as Exhibit B, each duly executed and delivered by WCAS CP III, and all instruments representing the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Pledged Notes being pledged pursuant to such Pledge Agreement duly endorsed in favor of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredAdministrative Agent or in blank ; (iv) certified copies of resolutions of the Board of Directors or Sole MemberFee Letter, as applicable, of each Loan Party approving duly executed and delivered by the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a partyBorrower; (v) a favorable opinion of Xxxx Xxxxxxx, P.C.(A) Xxxxxx & Xxxxxx L.L.P., counsel to the Loan PartiesBorrower, in substantially the form and substance reasonably satisfactory of Exhibit C-1 (Form of Opinion of Counsel for the Borrower) addressed to the Successor Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request, (B) Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol, counsel to the Guarantors, in substantially the form of Exhibit C-2 (Form of Opinion of Counsel for the Guarantors) and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (vi) a copy of each primary Existing Debt Document and each Disclosure Document certified as being a true and accurate copy of the notice delivered original thereof by a Responsible Officer of the Borrower Borrower; (or vii) copy of the certificate of incorporation of the Borrower, certified as of a recent date by an authorized attorney at Xxxx Xxxxxxxthe Secretary of State of the state of organization of the Borrower, P.C, counsel together with certificates of such official attesting to the good standing of the Borrower); (viii) a certificate of the Secretary or an Assistant Secretary of the Borrower, to each Local Agent in respect certifying (A) the names and true signatures of each outstanding Local officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and (D) that there have been no changes in the certificate of incorporation of the Borrower from the certificate of incorporation delivered pursuant to clause (vii) above; (ix) a certificate of a Responsible Officer (acting in its capacity as such) to the effect that (A) the condition set forth in Section 3.1(e) has been satisfied and (B) no litigation not listed on Schedule 4.7 shall have been commenced against the Borrower or any of its Subsidiaries that, if adversely determined, would have a Material Adverse Effect; (x) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 6.5 are in full force and effect; (xi) mendments to the Existing Debt Documents (other than the Operating Co. Indenture) in form and substance satisfactory to the Requisite Lenders amending the Existing Debt Documents (other than the Operating Co. Indenture) to the extent necessary so that such agreements do not prohibit the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby; (xii) the most recent copies of agreements, documents, certificates, notices and other information delivered to the administrative agent or any of the lenders under the Operating Co. Credit Facility pursuant to Section 6.2 thereof. (xiii) such other certificates, documents, agreements and information respecting the requirements Borrower or any of Section 5.4(c)its Subsidiaries as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by each of the BorrowerLoan Parties and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending a Revolving Lender and Credit Note of the Required LendersBorrower conforming to the requirements set forth herein; (ii) a favorable opinion of (A) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the ConsentLoan Parties, Agreement and Affirmation of Guaranty in substaxxxxxxx the form attached hereto as of Exhibit A H-1 (Form of Opinion of Counsel for the “Guarantor Consent”Loan Parties) and (B) general counsel to the Loan Parties, in substantially the form of Exhibit H-2 (Form of Opinion of General Counsel for the Loan Parties), duly executed by in each of case addressed to the GuarantorsAdministrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (iii) a copy of the articles or certificate of incorporation (xor equivalent Constituent Document) the DBNY Resignation and Assignment Agreementof each Loan Party, in the form attached hereto certified as Exhibit B, duly executed of a recent date by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Secretary of State of the date hereof and state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredother than any Loan Party listed on Schedule 4.1); (iv) certified copies of resolutions a certificate of the Board of Directors Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (v) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer to the effect that (A) the condition set forth in Section 3.3(b) has been satisfied and (B) no litigation not listed on Schedule 4.6 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (vi) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 and any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries; (vii) evidence satisfactory to the Administrative Agent of the receipt of the consents, authorizations and approvals, and the making of the filings, listed on Schedule 4.2; (viii) all motions and other documents filed in connection with the Facility and all First Day Orders shall be in form and substance reasonably satisfactory to the Successor Administrative Agent in its sole discretion, and (ix) such other certificates, documents, agreements and addressing such matters relating to this Amendment information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each on or before such Waiver Effective Date all of the following, dated as all of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), which shall be in form and substance satisfactory to the Administrative Agent Agent, and with sufficient originals for each of the Successor AgentLenders: (i) this Amendment, duly Waiver executed by the BorrowerBorrowers, the Guarantors, Lenders sufficient to constitute the Requisite Lenders and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached each document listed on Schedule I (Specified Transactions) hereto as Exhibit A a condition to such Specified Transaction (the “Guarantor ConsentNew Loan Documents”), in each case duly executed and delivered by each of the GuarantorsLoan Parties purported to be party thereto; (iiiA) an official copy of the articles or certificate of incorporation (xor equivalent Constituent Document) of each Person required to become a Loan Party as a result of such Specified Transaction, certified as of a recent date, together with certificates from the appropriate Governmental Authority attesting to the good standing of each such Person and (B) a certificate of the Secretary or an Assistant Secretary of each such Person certifying (1) the DBNY Resignation and Assignment Agreement, by-laws (or equivalent Constituent Document) of such Person as in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of effect on the date hereof and of such certification, (y2) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the such Person’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other each New Loan Documents delivered in connection herewith Document to which such Loan Party Person is a party, (3) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Person from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (A) above and (4) the names and true signatures of each officer of such Person who has been authorized to execute and deliver each New Loan Document to which such Person is a party or any other document required hereunder to be executed and delivered by or on behalf of such Person; (iv) a certificate from a Responsible Officer of each Loan Party to the effect that the conditions set forth in clauses (c) and (e) below have been satisfied; (v) a favorable opinion opinions of Xxxx Xxxxxxxcounsel, P.C., which counsel shall be acceptable to the Loan PartiesAdministrative Agent, in form and substance reasonably satisfactory addressed to the Successor Administrative Agent and the Lenders as to the enforceability of the New Loan Documents delivered above and addressing such other matters relating to this Amendment as the Successor Administrative Agent may reasonably request;; and (vi) a copy of such additional documentation as the notice delivered by a Responsible Officer of Administrative Agent or, if appropriate, the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Requisite Lenders may reasonably require.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following: (i) a counterpart of this Amendment, dated as duly executed by each Loan Party, the Administrative Agent, the Collateral Agent and the Incremental Term Lenders; (ii) a solvency certificate signed by the chief financial officer or similar officer, director or authorized signatory of the Effective Date Borrower, substantially in the form attached as Exhibit A to this Amendment (unless otherwise with such changes as may be agreed to by the Borrower and the Administrative Agent); (iii) such customary resolutions or other action of each Loan Party as the Administrative Agent may reasonably require evidencing the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and such documents and certifications (including, without limitation, incumbency certificates, Organization Documents and, if applicable, good standing certificates) as the Successor Administrative Agent)Agent may reasonably require to evidence that each of the Loan Parties is duly organized or formed, and that each of the Loan Parties is validly existing and, if applicable, in form good standing; provided that the incumbency certificate and substance satisfactory Organization Documents of each Loan Party may be satisfied by a certification that there have been no changes to the prior Organization Documents and incumbency certificate delivered to the Agent; (iv) an executed legal opinion of Xxxxxxxx & Xxxxx LLP, special New York counsel to the Delaware and Illinois Loan Parties, addressed to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, Lenders and in form and substance reasonably acceptable to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx XxxxxxxCommitted Loan Notice from the Borrower, P.C., counsel with respect to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;2020 Term Commitment Increase; and (vi) a copy certificate of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxxcertifying that the conditions set forth in Sections 4.2, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)4.3 and 4.4 have been satisfied.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Partiesits reasonable discretion, in form and substance reasonably satisfactory to the Successor Administrative Agent and in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the Intercreditor Agreement, duly executed and delivered by the Revolving Credit Agent and each Loan Party party thereto; (iii) the Guaranty, duly executed and delivered by each Guarantor; (iv) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), the Pledge and Security Agreement, duly executed and delivered by the Borrower and each Guarantor, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on or before the Closing Date, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest (having the priority set forth in the Term Loan Agreement Collective Brands Finance, Inc. Intercreditor Agreement) in the Collateral, including (x) the filing of financing statements under the UCC, (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder and (z) such other such documents duly executed by each Loan Party as the Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral (including patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement); (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) to the extent delivered in connection with the Revolving Credit Agreement on the Closing Date or within such other time period as provided therein, all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and the applicable Loan Party; and (D) to the extent delivered in connection with the Revolving Credit Agreement on the Closing Date or within such other time period as provided therein, Securities Account Control Agreements, duly executed by the applicable Loan Party and (1) all “securities intermediaries” (as defined in the UCC) with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor; (v) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), Mortgages for all of the Real Property of the Loan Parties identified on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto; (vi) a favorable opinion of (A) Xxxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, in substantially the form of Exhibit E (Form of Opinion of counsel for the Loan Parties), (B) counsel to the Borrower in Nevada, (C) counsel to Payless ShoeSource, Inc., a Missouri corporation, in Missouri and (D) counsel to Payless ShoeSource Worldwide, Inc. and Payless ShoeSource Distribution, Inc. each in Kansas, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request; (vivii) a copy of the notice delivered each Related Document certified as being complete and correct by a Responsible Officer of the Borrower or other Loan Party as the case may be; Term Loan Agreement Collective Brands Finance, Inc. (viii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by an authorized attorney at Xxxx Xxxxxxxthe Secretary of State of the state of organization of such Loan Party, P.C, counsel together with certificates of such official attesting to the good standing of each such Loan Party; (ix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (viii) above; (x) a certificate of a Responsible Officer of the Borrower, stating that the Borrower is Solvent immediately before and after giving effect to the Closing Date Term Loans, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds), to each Local Agent in respect the payment of each outstanding Local Credit Facility pursuant all estimated legal, accounting and other fees related hereto and thereto and the other Transactions; and (xi) evidence reasonably satisfactory to the requirements Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Section 5.4(c)Insurance) and any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and each other Loan Party.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 4 Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to Agent: (1) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each Guarantor, (D) the Consenting Lenders together comprising the Required Lenders and (E) each Replacement Term B-4 Lender; (2) such customary certificates of resolutions or other action, incumbency certificates of Responsible Officers of Holdings, the Borrower and each Company Guarantor as the Successor Administrative Agent may reasonably requestrequire evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (vi3) such other documents as the Lenders or the Administrative Agent may reasonably request to evidence that Holdings, the Borrower and each Company Guarantor is duly organized or formed, and that each of them is validly existing, in good standing in its jurisdiction of organization (to the extent such concept is applicable in the relevant jurisdiction), except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (4) an opinion of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, (ii) Morris, Nichols, Arsht & Xxxxxxx LLP, (iii) Xxxxx Xxxxxx Xxxxxxxx LLP, (iv) Xxxxx & Xxxxxx LLP and (v) Xxxxxx PLC, in each case, customary in form and substance and reasonably satisfactory to the Administrative Agent; (5) the Administrative Agent shall have received the results of lien searches reasonably requested by the Administrative Agent; (6) a copy Borrowing Request relating to the Term B-4 Loans delivered to the Administrative Agent (which notice must be received by the Administrative Agent prior to 1:00 p.m., New York City time, one Business Day prior to the Amendment No. 4 Effective Date); (7) a Note executed by the Borrower in favor of a Replacement Term B-4 Lender if such Replacement Term B-4 Lender requests a Note, reasonably in advance of the notice delivered by Amendment No. 4 Effective Date; (8) a certificate of a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), effect that each of the conditions set forth in Sections 2.20 and 4.2 of the Credit Agreement and this Section 4 have been satisfied; and (9) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Local Agent in Mortgaged Property (together, with respect to each such Mortgaged Property that is determined to be located within a special flood hazard area, with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto and as applicable, evidence of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(cinsurance).

Certain Documents. The Administrative Agent Merger Sub and the Successor Administrative Agent KIT shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentfollowing documents: (ia) this Amendment, an Escrow Agreement (the “Escrow Agreement”) in substantially the form of Exhibit 5.3(a) duly executed by the Borrower, the Administrative Stockholder Representative and Escrow Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (b) a certificate, dated within ten (10) days of the Closing Date, as to the good standing of the Company and payment of all applicable state Taxes thereby, executed by the appropriate officials of the State of Delaware and of each other state in which the Company is qualified as a foreign corporation; (c) except as waived by Merger Sub or KIT, executed originals or copies acceptable to Merger Sub and KIT, acting reasonably, of all consents, waivers, approvals and authorizations required by law, statute, rule, regulation, contract or agreement to be obtained by the Company in connection with the consummation of the transactions contemplated and listed on Schedule 5.1; (d) a certificate of the secretary of the Company, attaching and certifying true, complete and correct copies of (i) resolutions of the Company Board approving the Merger and other transactions contemplated hereby; (ii) resolutions from the ConsentCompany’s stockholders approving the Merger and other transactions contemplated by this Agreement (all as required by the Company’s certificate of incorporation, Agreement bylaws and Affirmation of Guaranty in other governing documents and the form attached hereto as Exhibit A (the “Guarantor Consent”DGCL), duly executed by which approval shall include the affirmative vote of (A) holders of at least ninety-five percent (95%) of each of the Guarantors; outstanding (1) Series A Preferred Stock, (2) Series B Preferred Stock and (3) Series C Preferred Stock (with each class and series voting as a separate class); and (B) holders of at least ninety percent (90%) of the outstanding shares of Common Stock and shares of Preferred Stock (voting together as a single class); (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as certificate of incorporation of the date hereof Company as then in effect; and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions the bylaws of the Board of Directors or Sole Member, Company as applicable, of each Loan Party approving the execution, delivery then amended and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;effect; and (ve) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel certificate as to the Loan Parties, in form incumbency and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy signature of the notice delivered by a Responsible Officer officers of the Borrower (or Company executed by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to officer of the Borrower), to each Local Agent in respect Company and by the secretary of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Company.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Restatement Date (unless otherwise specified below), each of the following, each dated as of the Effective Date (Restatement Date, unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by each Borrower and, for the Borrower, account of each Lender having requested the same by notice to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required LendersBorrowers received by each at least 1 Business Day prior to the Restatement Date (or such later date as may be agreed to by the Borrowers), Notes conforming to the requirements set forth in Section 2.8(e); (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Documents, duly executed by each Borrower, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantors;termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent and (B) all documents representing all Equity Interests being pledged pursuant to such Security Agreement and related undated powers or endorsements duly executed in blank, each duly executed by, in addition to the applicable Borrower, the applicable financial institution (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit Bof Membership Interests, duly executed by the BorrowerEmeritus, the Guarantorstogether with all documents representing all Equity Interests being pledged pursuant to such Assignment of Membership Interests and related undated powers or endorsements duly executed in blank, the Existing Agent and the Successor Agent, dated each duly executed by each Borrower as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredissuer; (iv) certified copies of resolutions of Mortgages, and/or amendments thereto, duly executed by each respective Borrower, for each Facility (except as may be otherwise agreed to by the Board of Directors or Sole MemberAdministrative Agent), as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan together with all Mortgage Supporting Documents delivered in connection herewith to which such Loan Party is a partyrelating thereto; (v) a favorable opinion The Guaranty, duly executed by Emeritus; (vi) One or more Environmental Indemnities, duly executed by Emeritus and the Borrowers; (vii) The state of Xxxx Xxxxxxx, P.C., counsel title to the Real Property shall be satisfactory to the Administrative Agent and the Mortgages shall be insured by a mortgagee title insurance policy (or binding commitment therefor) in form and substance and from a title insurer, all reasonably acceptable to the Administrative Agent. Except for variances approved by the Administrative Agent prior to the Restatement Date (which approval shall be evidenced by the Administrative Agent’s execution and delivery of this Agreement), on or before the Restatement Date, such title insurance policy shall be on an American Land Title Association (“ALTA”) form designated by the Administrative Agent, but subject to the local customs in the jurisdiction in which such Real Property exists, shall specifically contain no exception as to survey matters or creditors rights, must contain affirmative coverage against mechanics’, contractors’, suppliers’ and/or materialmen’s liens, filed or unfiled, must affirmatively insure that the security instrument is a valid first lien against the fee simple, marketable estate, insuring the Administrative Agent for the benefit of Lenders for a sum not less than the maximum principal amount of all financing hereunder and must contain such endorsements as may be required by the Administrative Agent (including, but not limited to and subject to availability in the jurisdiction in which the Real Property is located, endorsements covering zoning (ALTA 3.1 with parking), variable interest rates, no violations of covenants, conditions and restrictions of record, street address, no usury violation, environmental liens, tie-in, access, contiguity, encroachment, tax parcel, doing business, mortgage tax, first loss and last dollar). Fee simple title to the Real Property and to the fixtures, equipment, furniture and personal property encumbered by the Loan PartiesDocuments shall be marketable, and free and clear of all defects, liens, encumbrances, security interests, assessments, restrictions and easements which are not acceptable to the Administrative Agent, in the Administrative Agent’s reasonable discretion. If access to the Real Property is by means of easements or leases, said easements or leases shall be reasonably satisfactory in form and substance to the Administrative Agent, shall be insured under the mortgagee’s title insurance policy issued to the Administrative Agent as part of the insured estate and shall not be subject to any prior liens or encumbrances. A search of the state and local public records shall disclose no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed and/or recorded against any Borrower or the property other than liens which are expressly permitted under this Agreement. (viii) The Administrative Agent shall have received the following for the Mesa Facility, all in form and substance reasonably satisfactory to the Successor Administrative Agent in its sole and absolute discretion: (A) such property appraisals, property As-Built Surveys, environmental reports, physical and structural inspection reports and other third party reports as the Administrative Agent shall deem necessary or appropriate; (B) evidence, in the form of letters from municipalities, if available, As-Built Surveys, or other reasonable evidence, that the Real Property and all improvements thereon comply in all material respects with applicable codes, regulations and ordinances, are zoned for their current use, are adequately served by public utilities, are completed free of mechanics and materialmen’s liens, are not the subject to any pending litigation, are not the subject of any pending condemnation proceeding and have not been materially damaged by fire or other casualty; (C) copies of all Leases pertaining to the Real Property; (D) copies of all recent real estate tax bills, with proof of payment if due, together with evidence that each parcel of Real Property is a separately identifiable tax lot; and (E) evidence, which evidence may be provided in the form of surveys required under clause (A) above, reasonably satisfactory to the Administrative Agent that the improvements on the Real Property, other than with respect to the Springfield Facility, are not within a special flood hazard area and is not eligible for flood insurance under the U. S. Flood Disaster Protection Act of 1973, as amended. (ix) duly executed favorable opinions of counsel to the Borrowers including local counsel in each state in which a Facility being acquired is located, each addressed to the Administrative Agent and the Lenders and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vix) a copy of each Constituent Document of each Borrower that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority or a Responsible Officer, together with, if applicable, certificates from such Governmental Authority attesting to the notice delivered by good standing of such Borrower in such jurisdiction and each other jurisdiction where such Borrower is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (xi) a certificate of a Responsible Officer of each Borrower in charge of maintaining books and records of such Borrower certifying as to (A) the names and signatures of each Responsible Officer of such Borrower authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Borrower attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) if applicable, the resolutions of such Borrower’s board of directors or by an authorized attorney at Xxxx Xxxxxxxother appropriate governing body approving and authorizing the execution, P.C, counsel delivery and performance of each Loan Document to which such Borrower is a party; (xii) a certificate of a Responsible Officer of each Borrower to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant effect that (A) after giving effect to the requirements Loan made on the Restatement Date, (1) the representations and warranties set forth in any Loan Document are true and correct in all material respects as of the Restatement Date, and (2) no Event of Default shall be continuing, and (B) the Borrowers taken as a whole are Solvent after giving effect to the Loan, the application of the proceeds thereof in accordance with Section 5.4(c)7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (xiii) insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; and (xiv) such other documents and information with respect to the Facilities or the Borrowers as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by Holdings and Borrower and, for the Borroweraccount of each Lender having requested the same, by notice to the Administrative AgentAgent and Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by Borrower), Notes in each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and applicable Facility conforming to the Required Lendersrequirements set forth in Section 2.14(e) ; (ii) the ConsentGuaranty, Agreement Pledge and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) all documents representing all Securities being pledged pursuant to such Guaranty, Pledge and Security Agreement and related undated powers or endorsements duly executed in blank (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution (it being agreed, however, that such Control Agreements may be delivered up to 30 days following the Closing Date or such later date as the Administrative Agent may in writing agree), and (D) properly completed perfection certificates with respect to Borrower and each Guarantor; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, a duly executed by favorable opinion of DLA Piper US LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent, the Guarantors, the Existing Agent L/C Issuers and the Successor Agent, dated Lenders and addressing such matters as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredAdministrative Agent may reasonably request; (iv) certified copies a copy of resolutions of the Board of Directors or Sole Member, as applicable, each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates), except where the failure to be so qualified would not be materially adverse to such Loan Party; (v) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered), and (C) the resolutions of such Loan Party's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party; (vvi) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer of Borrower to the effect that (A) each condition set forth in Section 3.2(b) has been satisfied with respect to Borrower, and (B) Borrower and each other Loan PartiesParty on a Consolidated basis, are Solvent after giving effect to the Term Loan, the application of the proceeds thereof in accordance with Section 7.9, the payment of the Specified Dividend, and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (vii) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and addressing effect and have all endorsements required by such matters relating to this Amendment Section 7.5; (viii) satisfactory completion of the Administrative Agent's legal, accounting and financial due diligence investigations, including receipt and review of the Initial Projections, review of Borrower's insurance, review of employment and noncompetition agreements of Borrower's key employees, review of Borrower's standard forms of customer contracts and its actual contracts with its major customers, and review of such other documents as the Successor Administrative Agent or any Lender may reasonably request to determine that all third-party and regulatory approvals and consents necessary to consummate the transactions contemplated on the Closing Date and the Specified Dividend shall have been obtained and shall be final and non-appealable, (ix) the other documents listed on the Closing Checklist; and (x) such other documents and information as any Lender through the Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Administxxxxxx Agent shall have received on or prior to the Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Effective Date) each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor AgentHarbert and in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by each of the BorrowerLoan Parties and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note of the Required LendersBorrower conforming to the requirements set forth herein; (ii) a favorable opinion of (A) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the ConsentLoan Parties, Agreement in suxxxxxxxallx xxe form of Exhibit H-1 (Form of Opinion of Counsel for the Loan Parties) and Affirmation of Guaranty (B) general counsel to the Loan Parties, in substantially the form attached hereto as of Exhibit A H-2 (Form of Opinion of General Counsel for the “Guarantor Consent”Loan Parties), duly executed by in each of case addressed to the GuarantorsAdministrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as certificates of the date hereof and (y) Secretary of State of the “Effective Date” understate of organization of each Loan Party, and as defined in, attesting to the DBNY Resignation and Assignment Agreement shall have occurredgood standing of each such Loan Party; (iv) certified copies of resolutions a certificate of the Board of Directors Secretary or Sole Member, as applicable, an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (C) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation and by-laws (or equivalent Constituent Documents) of such Loan Party is a partyfrom the certificate of incorporation and by-laws (or equivalent Constituent Documents) delivered to the Administrative Agent on the Initial Closing Date; (v) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) has been satisfied and (B) no litigation not listed on Schedule 4.6 (Litigation) shall have been commenced against any Loan Parties, in form and substance reasonably Party or any of its Subsidiaries that would have a Material Adverse Effect; (vi) evidence satisfactory to the Successor Administrative Agent of the receipt of the consents, authorizations and addressing approvals, and the making of the filings, listed on Schedule 4.2; (vii) true and correct copies, certified as to authenticity by the Borrower, of all agreements and documents among the Borrower, any other Loan Party and Harbert related to the Term Loan; and (viii) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (ia) this Amendment, duly a fully executed by copy of the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersAmendment Fee Letter; (iib) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly a fully executed by each copy of the Guarantors; (iii) (x) the DBNY Resignation Sale and Assignment Contribution Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” underNew Equityholder Sale Agreement”), by and as defined in, among the DBNY Resignation Equityholder and Assignment Agreement shall have occurredthe Borrower; (ivc) certified copies of resolutions a fully executed copy of the Board Sale and Contribution Agreement, dated as of Directors the date hereof (the “Jsi Interest Transfer Agreement”), by and among the Equityholder and BDCA in respect of the transfer by BDCA of its equity interests in the Borrower to the Equityholder; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or Sole Memberother action of its board of directors or members approving this Amendment, as applicablethe Amendment Fee Letter, of each Loan Party approving the execution, delivery and performance of this Amendment New Equityholder Sale Agreement and the other Loan Facility Documents delivered and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in connection herewith this Amendment, the Amendment Fee Letter, the New Equityholder Sale Agreement and the other Facility Documents to which it is a party are true and correct in all material respects as of the Amendment Effective Date (except to the extent such Loan Party representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to its knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute this Amendment, the Amendment Fee Letter, the New Equityholder Sale Agreement and the other Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of managers or members approving this Amendment, the New Equityholder Sale Agreement, the Jsi Interest Transfer Agreement and the other Facility Documents and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Amendment, the New Equityholder Sale Agreement and the other Facility Documents to which it is a party are true and correct in all material respects as of the Amendment Effective Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to its knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute this Amendment, the New Equityholder Sale Agreement, the JV Interest Transfer Agreement and the other Facility Documents to which it is a favorable opinion party; (f) legal opinions (addressed to each of Xxxx Xxxxxxx, P.C.the Secured Parties) of Ropes & Gxxx LLP, counsel to the Loan PartiesBorrower, Equityholder and the Collateral Manager, covering customary corporate matters of the Equityholder and the Collateral Manager, substantive nonconsolidation of the Borrower with the Equityholder or the Collateral Manager, and such other matters as the Administrative Agent and its counsel shall reasonably request, each in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestAgent; (vig) a copy financing statements in proper form for filing under the UCC with the Delaware Secretary of State in order to perfect the notice delivered by a Responsible Officer interests of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to and the Borrower), to each Local Collateral Agent in respect of each outstanding Local Credit Facility pursuant to connection the requirements of Section 5.4(c)New Equityholder Sale Agreement; and (h) such other instruments, certificates and documents from the Borrower or the Collateral Manager as the Administrative Agent, any Lender, the Collateral Agent or the Custodian shall have reasonably requested.

Certain Documents. The Administrative Agent PIM and the Successor Administrative Agent each Purchaser that is purchasing Notes on such Closing Day shall have received each of the following, each dated the applicable Closing Day (except as of the Effective Date provided in clause (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agenth), in form and substance satisfactory to the Administrative Agent and the Successor Agent:): (ia) this Amendment, duly executed The Note(s) to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenderssuch Purchaser; (iib) an Officer’s Certificate from the ConsentCompany, Agreement and Affirmation of Guaranty certifying that the conditions specified in the form attached hereto as Exhibit A (the “Guarantor Consent”Sections 4B(3), duly executed by each of the Guarantors4B(4) and 4B(5) have been fulfilled; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (ivc) certified copies of the resolutions of each Credit Party (or, if such Person is a partnership, its general partner), authorizing the execution and delivery of the Transaction Documents to which such Credit Party is a party (and, in the case of such resolutions of the Board Company, authorizing the issuance of Directors the applicable Series of Notes by the Company), and of all documents evidencing other necessary corporate or Sole Membersimilar action and governmental approvals, as applicableif any, with respect to the Transaction Documents and the applicable Series of Notes; (d) a certificate of the Secretary or an Assistant Secretary and one other officer of each Loan Party approving of the executionCredit Parties (or, delivery if such Person is a partnership, its general partner), certifying the names and performance true signatures of this Amendment and the other Loan officers of such Person authorized to sign the Transaction Documents delivered in connection herewith to which such Loan Credit Party is a party; (ve) certified copies of the articles or certificate of incorporation (or similar charter document) and by-laws, operating agreement or partnership agreement, as applicable, of each Credit Party; (f) favorable opinions of: (i) Xxxx Xxxxx LLP, special counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-1 attached hereto, and as to such other matters as such Purchaser may reasonably request; (ii) Xxxxxxx Xxxxx LLP, special Maryland counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-2 attached hereto, and as to such other matters as such Purchaser may reasonably request; (iii) Fulbright & Xxxxxxxx L.L.P., special Texas counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-3 attached hereto, and as to such other matters as such Purchaser may reasonably request; and (iv) Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP, special Nevada counsel for the Credit Parties satisfactory to such Purchaser and substantially in the form of Exhibit D-4 attached hereto, and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (g) a favorable opinion of Xxxx XxxxxxxXxxxxxx XxXxxxxxx LLP, P.C.special counsel for PIM and the Purchasers, counsel as to such matters incident to the Loan Partiesmatters herein contemplated related to the Series A Notes as such Purchaser reasonably requests; (h) a good standing or similar certificate for each Credit Party (or its general partner, in form the case of a partnership) from the appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date, and substance reasonably satisfactory to such other evidence of the Successor Administrative Agent and addressing status of such matters relating to this Amendment Persons as the Successor Administrative Agent such Purchaser may reasonably request;; and (vii) a copy of the notice delivered by a Responsible Officer of the Borrower (additional documents or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel certificates with respect to legal matters or corporate or other proceedings related to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent(except for any Revolving Credit Notes) in sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Borrowers and the Required Requisite Lenders, and, for the account of each such Requisite Lenders requesting the same, a Revolving Credit Note or Revolving Credit Notes of the Borrowers conforming to the requirements set forth herein; (ii) an amendment to the Consent, Security Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed and delivered by each the parties thereto, pursuant to which, among other things, the Obligations of the GuarantorsSubsidiary Borrowers shall become secured obligations thereunder; (iii) (x) a favorable opinion of Xxxxxxxxx Xxxxxxx, LLP, counsel to the DBNY Resignation Loan Parties in form and Assignment Agreement, in substance reasonably satisfactory to the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Administrative Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) a good standing certificate of each Loan Party, certified copies as of resolutions a recent date by the Secretary of State of the Board state of Directors organization or Sole Member, as applicable, formation of such Loan Party; (v) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that the certificate of incorporation (or equivalent Constituent Document) and by-laws (or equivalent Constituent Document) of such Loan Party as in effect and delivered to the Administrative Agent on October 23, 2006 (in connection with the first amendment to the March 2006 Credit Agreement) have not been amended and remain in full force and effect and (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which such Loan Party it is a party; (vvi) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer to the effect that (A) there is no Default or Event of Default which has occurred and is continuing under this Agreement and (B) the representations and warranties set forth in Article IV and in the other Loan PartiesDocuments shall be true and correct in all material respects as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in form which case such representation and substance reasonably satisfactory to warranties shall have been true and correct on and as of such earlier date; and (vii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated as of the Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Amendment executed by each Lender, the Borrower, Loan Parties and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered documents to be executed in connection herewith to which such herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party is a partyconfirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a favorable opinion certificate (1) signed by the chief financial officer, controller or chief accounting officer of Xxxx Xxxxxxxthe Borrower, P.C.stating that on the Amendment Effective Date, counsel no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the Loan Partiesextent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 2.17 of the Credit Agreement (after giving effect to the waiver in Section 6 of this Amendment) and this Section 3 are satisfied; and (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on April 20, 2021 in connection with Amendment No. 10, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Agent.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facilities Increase Date for such Facilities Increase each of the following, each dated as of the Effective such Facilities Increase Date (unless otherwise indicated or agreed to by the Administrative Agent Agents and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor AgentAgents: (i) this Amendmentwritten commitments duly executed by the applicable Incremental Term Loan Lenders in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Agents but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in Section 2.01(b) (Term Loan; Facilities Increase)) and, in the case of each Incremental Term Loan Lender that is not an existing Lender at the time of the applicable Facilities Increase, an assumption agreement in form and substance reasonably satisfactory to the Agents and the Borrower and duly executed by the Borrower, the Administrative Agent, each 2010 Extending Agents and such Incremental Term Loan Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consentan amendment to this Agreement, Agreement and Affirmation of Guaranty in the form attached hereto effective as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation Facilities Increase Date and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent Agents and the Successor Agentapplicable Incremental Term Loan Lenders, dated as to the extent necessary to implement the terms and conditions of the date hereof Facilities Increase (including interest rates, fees and (y) scheduled repayment dates and maturity), as agreed by the “Effective Date” underBorrower and the Agents but, which, in any case, except for of interest, fees, scheduled repayment dates and as defined inmaturity, shall not be applied materially differently to the DBNY Resignation Facilities Increase and Assignment Agreement shall have occurredthe existing Term Loan Facility; (iviii) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the consummation of such Facilities Increase and the execution, delivery and performance of the corresponding amendments to this Amendment Agreement and the other Loan Documents delivered to be executed in connection herewith to which such Loan Party is a partytherewith; (viv) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to for the Loan Parties, addressed to the Agents and the Lenders and in form and substance and from counsel reasonably satisfactory to the Successor Administrative Agent and addressing Agents; and (v) such matters relating to this Amendment other document as the Successor Administrative Agent Agents may reasonably request; (vi) request or as any Incremental Term Loan Lender participating in such Facilities Increase may reasonably require as a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel condition to the Borrower), to each Local Agent its commitment in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Facilities Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each (in the case of clauses (i) through (iii), and (v) through (ix)) dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;Agent: (vii) a copy This Agreement, the Term Notes and each of the notice delivered by a Responsible Officer other Loan Documents, and all other items set forth on the most recent version of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, Schedule of Closing Documents delivered to Borrower’s counsel prior to the Borrowerdate hereof (other than any Loan Documents indicated thereon as being deliverable on a post-closing basis), to each Local Agent including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, the Intercompany Subordination and Payment Agreement, and the Control Agreements (in respect of each outstanding Local Credit Facility deposit account and securities account of the Obligors described in Schedule 3.1(a)(i) hereto, provided, however, that the Control Agreement in respect of deposit account number maintained with Bank of America, N.A. and indicated on such schedule may be delivered on a post-closing basis in accordance with Section 5.17(b)), in each case fully executed and delivered by all parties thereto; (ii) Duly executed, acknowledged, witnessed and delivered counterparts of mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust and other similar instruments or agreements (such mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust and other similar instruments or agreements, together with each other mortgage, deed of trust, leasehold mortgage, leasehold deed of trust or other similar instrument or agreement delivered pursuant to Section 5.11 or Section 5.16, in each case as amended, the requirements “Mortgages”) encumbering the Real Property listed on Schedule 3.1(a)(ii) hereto, which Mortgages shall be in form and substance sufficient in the applicable jurisdiction to create a valid and subsisting first priority Lien on the property described therein in favor of Section 5.4(c)the Collateral Agent (subject to Permitted Real Estate Encumbrances) and otherwise shall be in form and substance satisfactory to the Administrative Agent, together with:

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date following (unless otherwise agreed to or waived by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and dated as of the Successor AgentFirst Amendment Effective Date: (i) this Amendment, duly executed by the BorrowerBorrowers, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Incremental Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) written commitments in form and substance satisfactory to the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, Administrative Agent duly executed by the Borrower, applicable Incremental Lenders in an aggregate amount at least equal to the Guarantors, the Existing Agent and the Successor Agent, dated as amount of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredNew Term Loans; (iv) certified copies of resolutions of the Board of Directors Directors, the Board of Managers or Sole Member, as applicable, of each Loan Party approving the incurrence of the New Term Loans and the execution, delivery and performance of this Amendment Amendment, the Guarantor Consent and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) if and to the extent required under the Local Credit Facility Intercreditor Agreement, a copy of the notice delivered by a Responsible Officer of the US Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the US Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)) (Matters Relating to Loan Documents) of the Local Credit Facility Intercreditor Agreement, pursuant to which the US Borrower notifies each such Local Agent of the amendments contained herein, certified by a Responsible Officer of the US Borrower as being a true, complete and correct copy of such notice and together with evidence reasonably satisfactory to the Administrative Agent that such notice shall have been delivered by the US Borrower to such Local Agents at least three (3) Business Days prior to the First Amendment Effective Date; and (vii) a certificate of a Responsible Officer of the US Borrower, in form and substance satisfactory to the Administrative Agent, stating that the US Borrower and each of its Subsidiaries on a consolidated basis are Solvent after giving effect to the New Term Loans, the application of the proceeds thereof in accordance with this Amendment and the payment of all estimated Attorney Costs, and accounting and other fees related to this Amendment and the Tender Offer and to the other Loan Documents and the transactions contemplated thereby; and (viii) such additional documentation as the Administrative Agent may reasonably require prior to the execution and delivery of this Amendment.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Lessor shall have received each of the following, each dated as of the First Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent)Lessor, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent:Lessor, (i) this Amendment, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Lessee and the Required LendersGuarantors; (ii) the Consent, Agreement a true and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each correct copy of the Guarantorsexecuted Restructuring and Support Agreement, which shall be in full force and effect, and any exhibits, schedules or supplements thereto or any other documents or agreements related thereto; (iii) a true and correct copy of a forbearance agreement (xwith all any exhibits, schedules or supplements thereto or any other documents or agreements related thereto) executed and delivered by UBS AG, Stamford Branch, as administrative and collateral agent for the DBNY Resignation and Assignment lenders under the Credit Agreement, which forbearance agreement shall be in full force and effect and contain the form attached hereto as Exhibit Bagreement of UBS AG, duly executed by the BorrowerStamford Branch, the Guarantors, the Existing Agent on behalf of itself and the Successor Agent, dated as of the date hereof and (y) the other “Effective DateSecured Parties” under, under and as defined inin the Credit Agreement, to not exercise remedies under the DBNY Resignation Credit Agreement on terms substantially identical to those set forth in Paragraph 4 of the Restructuring and Assignment Agreement shall have occurredSupport Agreement; (iv) certified copies an engagement letter and fee letter with Lessor, duly executed and delivered by Lessee, each in respect of resolutions a long-term amendment to or restatement of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;Agreement; and (v) a favorable opinion an amendment and restatement of Xxxx Xxxxxxxthe Acknowledgement Agreement, P.C., counsel duly executed and delivered to Lessor by each of the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestparties thereto; (vi) a copy an acknowledgement agreement, duly executed and delivered to Lessor by U.S. Bank National Association, as trustee under the Indenture, Lessee and the Guarantors, containing agreements and acknowledgements substantially identical to those set forth in the Acknowledgement Agreement; (vii) an amended Waiver Letter, duly executed and delivered to Lessor by each of the notice delivered by parties thereto; (viii) a compliance certificate, which satisfies the requirements of 10.1(i) of the Agreement for the period ending March 31, 2013; (ix) a certificate from a Responsible Officer of Lessee certifying on behalf of Lessee that, to such Responsible Officer’s knowledge after due inquiry, the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel representations and warranties set forth in Section 5 of this Amendment are true and correct to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of extent so required by Section 5.4(c)5.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Funding Date each of the following, each dated as of the Effective Closing Date or Funding Date (as determined by the Administrative Agent) unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this AmendmentAgreement and Notes conforming to the requirements set forth in Section 2.10(e), duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersBorrowers; (ii) the Consent, Guaranty and Security Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Canadian Security Documents, duly executed by each Borrower and Guarantor party thereto, together with (A) copies of UCC, PPSA and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, and (B) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Funding Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) the Pledge Agreement, duly executed by each applicable Borrower, together with (xA) the DBNY Resignation original certificates representing the Stock of any Borrower or Subsidiary pursuant to a Pledge Agreement and Assignment Agreement, (B) a Stock Power (as such term is defined in the form attached hereto as Exhibit BPledge Agreement) executed in blank for each certificate of Stock pledged pursuant to a Pledge Agreement; (iv) the IP Security Agreements, duly executed by the Borrowerappropriate Borrowers, together with duly executed exhibits attached thereto for filing with the GuarantorsU.S. Trademark Office and the U.S. Copyright Office, as appropriate; (v) The Intercreditor Agreement, duly executed by the Existing appropriate Borrowers and the First Lien Agent; (vi) a Mortgage for the Eligible Real Property, duly executed by the applicable Borrowers, together with all Mortgage Supporting Documents relating thereto; (vii) duly executed favorable opinions of counsel to the Loan Parties from (a) Mxxxxxx X. Xxxxxxxxxxxx, general counsel to the Parent, (b) Txxxxxxx & Knight LLP, special U.S. counsel to the Loan Parties, and (c) Fraser Mxxxxx Casgrain LLP, special Canadian counsel to the Loan Parties, each addressed to the Administrative Agent and the Successor Agent, dated Lenders and addressing such matters as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredAdministrative Agent may reasonably request; (ivviii) certified copies a copy of resolutions of the Board of Directors or Sole Member, as applicable, each Governing Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (ix) a certificate of the secretary or other Responsible Officer of each Loan Party in charge of maintaining Books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Governing Documents of such Loan Party attached to such certificate are complete and correct copies of such Governing Documents as in effect on the date of such certification (or, for any such Governing Document delivered pursuant to clause (viii) above, that there have been no changes from such Governing Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party; (vx) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer of the Parent to the effect that (A) each condition set forth in Section 3.1(g) has been satisfied and (B) each Loan PartiesParties is, and after giving effect to the Term Loan and the application of the proceeds thereof in accordance with Section 6.22 and the payment of all estimated legal, accounting and other fees and expenses related hereto, shall be, Solvent; (xi) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 6.4 are in full force and addressing effect and have all endorsements required by such matters relating Section 6.4; (xii) the Corporate Chart; (xiii) the Perfection Certificate; (xiv) a Business Plan and Projections for Fiscal Year 2007, in each case in form and substance acceptable to this Amendment the Administrative Agent; (xv) an inventory appraisal and collateral audit in form and substance acceptable to the Administrative Agent, prepared by such auditors as are reasonably acceptable to the Successor Administrative Agent; (xvi) such other documents and information as any Lender through the Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by each Borrower signatory hereto and, for the Borroweraccount of each Lender requesting the same, a Revolving Credit Note or Revolving Credit Notes of the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and Borrowers conforming to the Required Lendersrequirements set forth herein; (ii) the ConsentGuaranty, Agreement duly executed by Holdings, each Borrower signatory hereto and Affirmation of Guaranty in each Subsidiary Guarantor; (iii) the form attached hereto as Exhibit A (the “Guarantor Consent”)Pledge and Security Agreement, duly executed by each Borrower, Holdings and each Subsidiary Guarantor, together with: (A) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Closing, the Administrative Agent (for the benefit of the Guarantors; (iiiSecured Parties) shall have a valid and perfected first priority security interest in the Collateral, including (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, such documents duly executed by each Loan Party as the BorrowerAdministrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the GuarantorsPatent and Trademark Office or the Copyright Office, as the Existing Agent case may be, and other applicable documents under the Successor Agent, dated as laws of any jurisdiction with respect to the date hereof perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the “Effective Collateral except for those that shall be terminated on the Closing Date” under); (B) share certificates representing all of certificated Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such share certificates executed in blank; (C) all instruments representing Pledged Notes being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank; (D) Blocked Account Letters from all Blocked Account Banks; and (E) Control Account Letters from (A) all securities intermediaries with respect to all securities accounts and securities entitlements of each Borrower, Holdings and as defined ineach Subsidiary Guarantor and (B) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by each Borrower, the DBNY Resignation Holdings and Assignment Agreement shall have occurredeach Subsidiary Guarantor; (iv) certified copies the Financial Statements described in clause (a) of resolutions Section 4.4 (Financial Statements), the Business Plans described in clause (c) of Section 4.4 and the Pro Forma Balance Sheet described in clause (d) of Section 4.4; (v) appraisals of the Board Borrowers' Inventory in form, scope and substance reasonably satisfactory to the Administrative Agent and from an appraiser satisfactory to the Administrative Agent; (vi) a favorable opinion of Directors (A) Xxxxxx & Xxxxxxx, counsel to the Loan Parties, in substantially the form of Exhibit I (Form of Opinion of Counsel for the Loan Parties) covering matters of New York and California law and (B) counsel to the Loan Parties in Texas, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request; (vii) a copy of each Related Document certified as being complete and correct by a Responsible Officer of the Company; (viii) a copy of the articles or Sole Membercertificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as applicableof a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (ix) a certificate of the Secretary or an Assistant Secretary or other authorized signatory of each Loan Party certifying (A) the names and true signatures of each officer or authorized signatory of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (viii) above; (vx) a favorable opinion certificate of Xxxx Xxxxxxxa Responsible Officer of the Company, P.C., counsel stating that each of the Borrowers is Solvent after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (xi) a certificate of a Responsible Officer of the Company to the effect that (A) the condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan Parties, in form and substance Letter of Credit) has been satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect; (xii) evidence satisfactory to the Successor Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and addressing any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of Holdings, the Borrowers and their respective Subsidiaries; and (xiii) such matters relating to this Amendment other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent Arranger and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent)Arranger, in form and substance satisfactory to the Administrative Agent Arranger and the Successor Agenteach Lender: (i) this Amendment, Agreement duly executed by the BorrowerBorrower and, for the account of each Lender having requested the same by notice to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required LendersBorrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), copies of Notes (with originals to follow promptly thereafter) conforming to the requirements set forth in Section 2.14(e); (ii) the Consent, Agreement Guaranty and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Arranger and (B) within two (2) Business Days following the Closing Date, all certificates representing all Securities for corporations (and to the extent any limited liability company or limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such limited liability company or limited partnership) being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; provided that in the case of clause (B), such receipt or delivery requirement shall be satisfied by delivery of the certificates and undated powers or endorsements to the First Lien Agent within two (2) Business Days following the Closing Date; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing First Lien Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredLoan Parties; (iv) certified copies of resolutions Mortgages for each Material Real Property of the Board of Directors or Sole MemberLoan Parties identified on Schedule 4.16, if any (except as applicablemay be agreed to by the Arranger), of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan together with all Mortgage Supporting Documents delivered in connection herewith to which such Loan Party is a partyrelating thereto; (v) a duly executed favorable opinion and customary opinions of Xxxx Xxxxxxx, P.C., counsel to the Loan PartiesParties in New York and each jurisdiction of organization of any Loan Party, in form and substance reasonably satisfactory each addressed to the Successor Administrative Agent, the Syndication Agent and the Lenders and addressing such customary matters relating to this Amendment as the Successor Administrative Agent Arranger may reasonably request; (vi) a copy of each Constituent Document of each Loan Party that is on file with the notice delivered secretary of state (or other similar Governmental Authority) in the jurisdiction of its organization, certified as of a recent date by such secretary of state (or other similar Governmental Authority), together with, if applicable, certificates attesting to the good standing or existence of such Loan Party in its jurisdiction of organization; (vii) a Responsible Officer certificate of the Borrower secretary or other officer of each Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or by an authorized attorney at Xxxx Xxxxxxxother appropriate governing body approving and authorizing the execution, P.C, counsel delivery and performance of each Loan Document to which such Loan Party is a party; and (viii) customary insurance certificates in form and substance satisfactory to the Borrower), to each Local Agent Arranger demonstrating that the insurance policies required by Section 7.5 are in respect of each outstanding Local Credit Facility pursuant to the requirements of full force and effect and have all endorsements required by such Section 5.4(c)7.5.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; (ii) the Guaranty, duly executed by Holdings and each Subsidiary Guarantor; (iii) the Security Agreement, duly executed by the Borrower, Holdings and each Subsidiary Guarantor, together with: (A) evidence satisfactory to the Administrative Agent that the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral (including evidence satisfactory to the Administrative Agent that financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction have been appropriately filed with respect to the perfection of Liens created by the Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date and those in respect of Liens permitted under Section 6.3); (B) share certificates representing all of certificated Pledged Stock being pledged pursuant to such Security Agreement and stock powers for such share certificates executed in blank; (C) all instruments representing Pledged Notes, including the SwissCo Intercompany Note, being pledged pursuant to such Security Agreement duly endorsed in favor of the Administrative Agent or in blank; (D) the SwissCo Original Intercompany Note, the SwissCo 2 Note Original Security Agreement and SwissCo 2 Note Security Agreement Amendment, each duly executed by the Borrower (except in the case of the SwissCo Original Intercompany Note) and SwissCo and certified as being complete and correct by a Responsible Officer of the Borrower; and (E) Deed of Pledge, dated the Closing Date, duly executed by Merisant Foreign Holdings I, Inc. in favor of the Administrative Agent; (iv) the Original Mortgage together with: (A) title insurance policies, satisfactory in form and substance to the Administrative Agent, in its sole discretion; (B) evidence that counterparts of the Original Mortgage have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, to create a valid and enforceable first priority lien on property described therein in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law); and (C) an opinion of counsel in each state in which any Mortgage is recorded in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (A) a favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to the Loan Parties, in substantially the form of Exhibit F, and (B) a favorable opinion of counsel to the Loan Parties in the Republic of Spain as to the validity and enforceability of the pledge of shares of Merisant Spain, S.L. by the Borrower, in each case addressed to 62 the Administrative Agent and the Lenders and addressing such other matters relating to this Amendment as any Lender through the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered each Senior Subordinated Debt Document and each Disclosure Document certified as being complete and correct by a Responsible Officer of the Borrower Borrower; (vii) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by an authorized attorney at Xxxx Xxxxxxxthe Secretary of State of the state of incorporation of such Loan Party, P.C, counsel together with certificates of such official attesting to the Borrower), to each Local Agent in respect good standing of each outstanding Local Credit Facility such Loan Party; (viii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the requirements immediately preceding clause; (ix) a certificate of (A) the Chief Financial Officer of the Borrower, stating that the Borrower and each Subsidiary Guarantor taken as a whole is Solvent, and (B) the Chief Financial Officer of Holdings, stating that Holdings together with the Borrower and each Subsidiary Guarantor taken as a whole is Solvent, in each case after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof to effect the Recapitalization and otherwise in accordance with Section 5.4(c)4.16 and the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) has been satisfied, (B) no litigation shall have been commenced against any Loan Party or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect or which restrains or imposes or can reasonably be expected to impose materially adverse conditions upon the Recapitalization, the Senior Subordinated Initial Notes, the Facilities or the transactions contemplated thereby, (C) the Recapitalization has been completed and has been consummated in accordance with all Requirements of Law, (D) substantially concurrent with the funding of the Term Loans $225,000,000 principal amount of the Senior Subordinated Initial Notes have been issued by the Borrower and the proceeds thereof have been received in Dollars by the Borrower and have been applied to the Recapitalization and related transaction costs, and (E) the attached Corporate Chart is true, correct and complete in all material respects as of the Closing Date; 63 (xi) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 5.5(b) and any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of Holdings, the Borrower and its Subsidiaries; and (xii) such other certificates, documents, agreements and information respecting any Loan Party as the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on the Effective Date each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party; (v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing (except for any Term Loan Notes) in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrowers and each other party hereto, and, for the account of each Lender requesting the same a reasonable time prior to the Effective Date, a Term Loan Note or Term Loan Notes of the Borrowers conforming to the requirements set forth herein; (ii) the Security Agreement, substantially in the form of Exhibit K, and the Deposit Account Security Agreement, substantially in the form of Exhibit M, in each case duly executed and delivered by the applicable Loan Parties; (iii) the Guaranty Agreement duly executed and delivered by the applicable Loan Parties; (iv) the Revolving Credit Agreement, duly executed by the Borrowers and each other party thereto; (v) the First Lien Term Loan Credit Agreement, duly executed by the Borrowers and each other party thereto; (vi) the Intercreditor Agreement, duly executed and delivered by each party thereto, substantially in the form of Exhibit J and in full force and effect as of the Effective Date; (vii) an opinion of (i) Kxxxxxxx and Exxxx LLP, counsel to the Loan Parties, (ii) Gxxxxxxxx Traurig, LLP, local counsel to the Loan Parties, and (iii) the firms listed in Schedule 3.1(a)(vii), each in form and substance reasonably satisfactory to the Administrative Agent; (viii) a good standing certificate of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization or formation of such matters relating Loan Party; (ix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that attached thereto are the certificate of incorporation (or equivalent Constituent Document) and by-laws (or equivalent Constituent Document) of such Loan Party as in effect and delivered to the Administrative Agent certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization and (C) that attached thereto are the resolutions of such Loan Party’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents to which it is a party; (x) a certificate of a Responsible Officer to the effect that (A) there is no Default or Event of Default which has occurred and is continuing under this Agreement, (B) the representations and warranties set forth in Article IV and in the other Loan Documents are true and correct in all material respects as of the Successor Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on and as of such earlier date (except that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) and (C) except for any demands that have been settled pursuant to the Settlement Documents, no Joint Venture of the Administrative Borrower or any of its Subsidiaries and no creditor of any such Joint Venture has made a demand, monetary or otherwise, against the Administrative Borrower or any of its Subsidiaries; (xi) a solvency certificate confirming the solvency of the Administrative Borrower and its subsidiaries on a consolidated basis substantially in the form of Exhibit I, signed by the chief financial officer of the Administrative Borrower; (xii) the financial statements described in Section 4.4 and the Five Year Projections; (xiii) an opinion of solvency of AlixPartners, LLP in form and substance reasonably satisfactory to the Administrative Agent; (xiv) a duly executed Notice of Borrowing; and (xv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent Lender shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent)Lender, in form and substance satisfactory to the Administrative Agent and the Successor AgentLender: (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) copies of UCC search reports as of a recent date listing all effective financing statements that name the ConsentBorrower as debtor, Agreement and Affirmation together with copies of Guaranty in such financing statements, none of which shall cover the form attached hereto as Exhibit A (Collateral, except for those that shall be terminated on the “Guarantor Consent”), duly executed by each of the GuarantorsClosing Date or are otherwise permitted hereunder; (iiiA) share certificates representing all certificated Stock being pledged pursuant to this Agreement and stock powers for such share certificates executed in blank, as the Lender may require; (xB) all instruments representing such of the DBNY Resignation and Assignment AgreementNotes pledged pursuant to this Agreement as shall be requested by the Lender, in the form attached hereto as Exhibit B, each case duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredendorsed in blank; (iv) a favorable opinion of Mayer, Brown, Xxxx and Maw, counsel to the Borrower, in substantially the form of Exhibit E (Form of Opinion of Counsel for the Borrower); (v) a copy of the certificate of formation of the Borrower, certified copies as of a recent date by the Secretary of State of the state of organization of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each Responsible Officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the limited liability company agreement (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party Borrower’s Executive Committee approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which such Loan Party it is a partyparty and (D) that there have been no changes in the certificate of formation of the Borrower from the certificate of formation delivered pursuant to subclause (v) above; (vvii) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), effect that (A) the conditions set forth in Section 3.2(b) (Conditions Precedent to each Local Agent in respect Each Loan and Letter of each outstanding Local Credit Facility pursuant Credit) have been satisfied and (B) no litigation shall have been commenced against the Borrower or any of its Subsidiaries that would have a Material Adverse Effect. (viii) evidence satisfactory to the requirements Lender of Section 5.4(cthe receipt of the consents, authorizations and approvals, and the making of the filings, listed on Schedule 4.2 (Consents); (ix) the Budget and the Business Plan; and (x) such other certificates, documents, agreements and information respecting the Borrower as the Lender may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated as of the Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Amendment executed by each Lender (including each Additional Lender), the Borrower, Loan Parties and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered documents to be executed in connection herewith to which such herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party is a partyconfirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a favorable opinion certificate (1) signed by the chief financial officer, controller or chief accounting officer of Xxxx Xxxxxxxthe Borrower, P.C.stating that on the Amendment Effective Date, counsel no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the Loan Partiesextent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on October 2, 2019 in connection with Amendment No. 9, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;Agent; and (vivii) if requested by any Additional Lender, a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel Note payable to the Borrower), to each Local Agent in respect order of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Additional Lender.

Certain Documents. The Administrative Agent and the Successor Administrative Agent You shall have received each of the following, each dated as the Date of the Effective Date Closing (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agenta different date is indicated below), and each in form form, scope and substance reasonably satisfactory to the Administrative Agent and the Successor Agentyou: (ia) this Amendment, duly executed the Notes to be acquired by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lendersyou; (iib) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed Preferred Stock to be acquired by each of the Guarantorsyou; (iii) (xc) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed Warrants to be acquired by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredyou; (ivd) certified copies of the resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party of the Transaction Parties approving this Restructuring Agreement, the executionClosing Payment, delivery the Credit Facility Payment, the Preferred Stock, the Warrants, the Notes and performance each of this Amendment and the other Loan Note Documents delivered in connection herewith to which such Loan Party each is or is to be a party, and certified copies of all documents evidencing other reasonably necessary corporate action and governmental approvals, if any, with respect to each of the Note Documents to which each is a party; (ve) a certificate of the Secretary or an Assistant Secretary of each of the Transaction Parties certifying the names and true signatures of the officers of such Transaction Party authorized to sign the Restructuring Agreement, the Preferred Stock, the Warrants and the Note Documents to which it is a party and the other documents to be delivered hereunder by such Transaction Party; (f) certified copies of the Certificate or Articles of Incorporation (certified by the Secretary of State of the applicable state of incorporation) dated at least within ten Business Days of the Date of Closing, and bylaws, each as amended to date, of each of the Transaction Parties; (g) a favorable opinion of Xxxx XxxxxxxXxxxxxxx Knight Xxxxx, P.C.Xxxxxx & Xxxxx, L.L.P., counsel to the Loan Transaction Parties, substantially in the form of Exhibit G attached hereto, and addressing such other matters incident to the matters herein contemplated as you may reasonably request; (h) evidence in form and substance reasonably acceptable to you that certain portions of the Senior Debt existing immediately prior to the date hereof under the Loan Agreement dated as of October 28, 1998 by and among the Company and Comerica Bank-Texas, as agent bank (the "Comerica Facility") have been converted into Series H Cumulative Convertible Preferred Stock of the Company ("Series H Stock") in form and substance reasonably satisfactory to you and the Successor Administrative Agent holder of the Senior Debt. (i) an amendment to the Registration Rights Agreement, duly executed and addressing delivered by the Company, indicating that the shares of Common Stock underlying the Preferred Stock and Warrants have been and are now covered by such matters relating agreement; (j) an amendment to this Amendment the Participation Rights Agreement, duly executed and delivered by the Company and the Company's stockholders parties thereto, indicating that the shares of Common Stock underlying the Preferred Stock and Warrants have been are now covered by such agreement; (k) copies of a pro forma consolidated balance sheet for the Transaction Parties as at the Successor Administrative Agent Closing Date, reflecting the restructuring contemplated hereby (including issuance of the Notes hereunder and the conversion of the junior participation to Series H Stock), certified by an authorized financial officer of the Company and good-faith management projections and pro forma financial statements for the Transaction Parties for the fiscal year 2001; (l) a Subordinated Guaranty Agreement, duly executed and delivered by each Domestic Subsidiary of the Company; (m) such other documents, agreements or information as you may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c).

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Amendment No. 1 Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this Amendment, duly executed by the Borrower, Borrower and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the ConsentConsent and Agreement, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the each, a “Guarantor Subsidiary Consent”), duly executed by each of the Subsidiary Guarantors; (iii) the Acknowledgment and Consent, in the form attached hereto as Exhibit B (xeach, a “Lender Consent”), executed by the Lenders which, when combined, constitute the Requisite Lenders; (iv) the DBNY Resignation and Assignment Joinder Agreement, in the form attached hereto as Exhibit BC, duly executed by each of the Additional Term B1 Loan Lenders that is not a Lender prior to the Amendment No. 1 Effective Date; (v) a favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, U.S. counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders as to the enforceability of this Amendment and the enforceability of the Credit Agreement, the Guaranty and the other Loan Documents after giving effect to this Amendment, and addressing such other matters as the Administrative Agent and any Lender through the Administrative Agent may reasonably request including, without limitation, no conflicts with Constituent Documents, Requirements of Law or material agreements; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver this Amendment and any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower; (vii) (A) a copy of the certificate of incorporation of the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated certified as of a recent date by the Secretary of State of Delaware, together with a certificate of such official attesting to the good standing of the Borrower and (B) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (1) the by-laws (or equivalent Constituent Document) of Borrower as in effect on the date hereof and of such certification, (y2) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Borrower’s Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered executed in connection herewith therewith to which the Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (A) above; (viii) a certificate of the Secretary or an Assistant Secretary of each Loan Party (other than the Borrower) certifying (A) that each officer of such Loan Party (other than the Borrower) who has been authorized to execute and deliver the Guaranty is authorized to execute the Subsidiary Consent to this Amendment and each other Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to the Credit Agreement on the Closing Date and (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Credit Agreement on the Closing Date approving and authorizing the execution, delivery and performance of the Credit Agreement or the other Loan Documents to which it is a partyparty remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of this Amendment and the Loan Documents executed in accordance herewith; (vix) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer to the Loan Partieseffect that each of the conditions set forth in clauses (b), in form (c), (d) and substance reasonably satisfactory (e) below has been satisfied; and (x) such additional documentation as the Lenders party to the Successor Administrative Agent and addressing such matters relating to this Amendment as Lenders’ Consent or the Successor Administrative Agent may reasonably requestrequire; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each on or before the Fourth Amendment Effective Date all of the following, dated all of which, except as otherwise specifically described below, shall be in form and substance satisfactory to the Requisite Senior Lenders and in sufficient copies for each of the Effective Date Senior Lenders: (unless otherwise agreed to i) This Amendment, executed by the Administrative Company, JCC and each Borrowing Subsidiary, each Senior Lender, the Agent and the Successor Administrative Collateral Agent, together with all exhibits and schedules thereto; (ii) A substitute Note payable to each Senior Lender in a principal amount equal to such Senior Lender's Pro Rata Share of $118,000,000; (iii) The Carpet Sale Amendatory Agreement; (iv) The Carpet Pledge Agreement; (v) The Carpet Security Agreement; (vi) The Amended and Restated Contribution Agreement; (vii) Release of Liens on the trademarks of JCC created pursuant to the Trademark Security Agreement executed by JCC; (viii) Release of Liens on the stock of JPS-U.K. created pursuant to the Deed of Charge executed by JCC; (ix) Releases of the Real Property Collateral Documents, as may be required as a result of the transactions contemplated by this Amendment, for each parcel of real property owned by JCC and set forth on Schedule 1 hereto; (x) Executed copies of each UCC-3 termination statement signed by the Agent and the Collateral Agent, as appropriate to be filed in each jurisdiction set forth on Schedule 2 hereto; (xi) Executed copies of each UCC-1 Financing Statement signed by JCC, the Agent and the Collateral Agent, as appropriate to be filed in each jurisdiction set forth on Schedule 3 hereto; (xii) The Holdco Note to be pledged under the Carpet Pledge Agreement (duly endorsed in favor of the Agent); (xiii) Stock certificates representing the Holdco Preferred Stock and the Holdco Warrants to be pledged under the Carpet Pledge Agreement (with stock powers and warrant transfer documents duly executed in blank); (xiv) A favorable opinion of Weil, Gotshal & Mangxx, xxunsel to the Loan Parties, International Fabrics, JPS Auto and JCC, in form and substance satisfactory to the Administrative Requisite Senior Lenders, and a letter entitling the Agent, the Collateral Agent and the Successor Agent:Senior Lenders to rely on any opinion or opinions delivered by Weil, Gotshal & Mangxx xx connection with the Carpet Transaction Documents; (ixv) A copy of each of the Carpet Transaction Documents, certified as of the Fourth Amendment Effective Date by the Secretary or an Assistant Secretary of the Company (A) to be a true, correct and complete copy of each such document and (B) not to have been amended or rescinded; (xvi) A certificate of the Secretary or Assistant Secretary of the Company dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of the Company authorized to sign this Amendment and all other Transaction Documents executed by the Company in connection with this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (iiB) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each By-Laws of the Guarantors; Company as in effect on the date of such certification, (iii) (xC) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Company's Board of Directors or Sole Member, as applicable, of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Transaction Documents delivered executed in connection herewith with this Amendment to which such Loan Party it is a party and (D) that there have been no changes in the Certificate of Incorporation of the Company since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the Agent; (xvii) A certificate of the Secretary or Assistant Secretary of JCC dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of JCC authorized to sign this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a party, (B) the By-laws of JCC as in effect on the date of such certification, (C) the resolutions of JCC's Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a party and (D) that there have been no changes in the Certificate of Incorporation of JCC since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the Agent; (vxviii) A certificate of the Secretary or Assistant Secretary of each Borrowing Subsidiary, JPS Auto and International Fabrics dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of such Borrowing Subsidiary, JPS Auto and International Fabrics authorized to sign this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a favorable opinion party, (B) the By-laws of Xxxx Xxxxxxxsuch Borrowing Subsidiary, P.C.JPS Auto and International Fabrics as in effect on the date of such certification, counsel (C) the resolutions of such Borrowing Subsidiary's, JPS Auto's and International Fabrics' Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a party and (D) that there have been no changes in the Certificate of Incorporation of such Borrowing Subsidiary, JPS Auto and International Fabrics since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestAgent; (vixix) a copy Good Standing Certificates certified by the Secretary of the notice delivered by a Responsible Officer State of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel Delaware relating to the Borrower)Company, to JCC, International Fabrics, JPS Auto and each Local Borrowing Subsidiary; and (xx) Such additional documentation as the Agent, the Collateral Agent in respect of each outstanding Local Credit Facility pursuant to or the requirements of Section 5.4(c)Requisite Senior Lenders may reasonably require.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated as of the Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Agreement executed by all of the BorrowerRequired Lenders, the Loan Parties and the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Party approving the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered documents to be executed in connection herewith to which such herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party is a partyconfirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a favorable opinion certificate (1) signed by the chief financial officer, controller or chief accounting officer of Xxxx Xxxxxxxthe Borrower, P.C.stating that on the date of the Extension Request and the Amendment Effective Date, counsel no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the Loan Partiesextent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on November 1, 2012 in connection with the First Amendment, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;Agent; and (vivii) a copy of the notice delivered by plan and forecast (including a Responsible Officer projected consolidated balance sheet, income statement and funds flow statement) of the Borrower (or by an authorized attorney at Xxxx Xxxxxxxfor the current fiscal year, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to Section 7.1(iii) of the requirements of Section 5.4(c)Credit Agreement.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each (in the case of clauses (i) through (iv), (vii) and (viii)) dated as of the Effective Closing Date (TERM LOAN CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, Agreement duly executed by the BorrowerBorrower and, for the account of each Lender having requested the same by notice to the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Agent and the Required LendersBorrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes conforming to the requirements set forth in Section 2.14(e); (ii) the Consent, Agreement Guaranty and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the Guarantorstermination of such prior filings that are not in respect of any Permitted Lien, in each case as may be reasonably requested by the Administrative Agent, (B) all documents representing all certificated Securities required to be pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) (x) the DBNY Resignation and Assignment Intercreditor Agreement, in the form attached hereto as Exhibit B, duly executed and delivered by the BorrowerAdministrative Agent, the GuarantorsRevolving Credit Administrative Agent, the Existing Agent Borrower and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredother Loan Parties; (iv) certified copies a duly executed favorable opinion of resolutions counsel to the Loan Parties in New York, addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request; (v) a copy of the Board of Directors or Sole Member, as applicable, each Constituent Document of each Loan Party that is on file with any Governmental Authority in the jurisdiction of organization of such Loan Party, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if required in any such jurisdiction, related tax certificates); (vi) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which such Loan Party is a party; (vvii) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel a Responsible Officer of the Borrower to the effect that (A) the Loan PartiesParties taken as a whole are TERM LOAN CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all fees and expenses related hereto and thereto and (B) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement and the Revolving Loan Documents); (viii) insurance certificates in form and substance reasonably satisfactory to the Successor Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and addressing effect and have all endorsements required by such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestSection 7.5; (viix) a copy of the notice delivered by a Responsible Officer interim unaudited monthly and quarterly Financial Statements of the Borrower and its Subsidiaries through the Fiscal Month or Fiscal Quarter, as applicable, ending September 30, 2007 and each subsequent Fiscal Month and Fiscal Quarter occurring no later than 30 days (or by an authorized attorney at Xxxx Xxxxxxx45 days in the case of monthly and quarterly financing statements for the Fiscal Month and Fiscal Quarter, P.Crespectively, counsel ending December 31, 2007) prior to the Borrower), to each Local Agent in respect Closing Date and for which Financial Statements are available; (a) a pro forma estimated balance sheet of each outstanding Local Credit Facility pursuant the Borrower and its Subsidiaries at the last day of the Fiscal Month for which Financial Statements are available prior to the requirements Closing Date (so long as such date is not more than 60 days prior to the Closing Date) after giving effect to the refinancing of Section 5.4(c)the Existing Credit Agreement, the redemption of the Senior Notes and the funding of the Indebtedness hereunder and under the Revolving Credit Agreement, and (b) the Borrower's business plan which shall include a financial forecast on a monthly basis for the first twelve months after the Closing Date and on an annual basis thereafter through 2012 prepared by the Borrower's management; in each case, with such updates as the Administrative Agent shall reasonably request; and (xi) the other documents listed on the Closing Checklist.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Such Purchaser shall have received each of the following, each dated as the date of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentapplicable Closing Day: (i) this Amendment, duly executed The Note(s) to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;such Purchaser. (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each Certified copies of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Memberof the Company and Electronic , as applicable, of each Loan Party approving authorizing the execution, execution and delivery and performance of this Amendment Agreement (including, in the case of the Company, its guarantee set forth in paragraph 11 hereof) and the issuance of their respective Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iii) Certificates of the Secretary or an Assistant Secretary and one other officer of Electronic (if the closing involves Electronic Notes) and the Company, certifying the names and true signatures of the officers authorized to sign this Agreement and the Notes and the other Loan Documents documents to be delivered in connection herewith to which such Loan Party is a party;hereunder. (iv) Certified copies of the Certificate of Incorporation and By-laws of Electronic (if the closing involves Electronic Notes) and the Company. (v) a A favorable opinion of Xxxxxx, Xxxx Xxxxxxx& Xxxxxxxx, P.C., special counsel to the Loan Parties, in form Company and substance reasonably Electronic (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the Successor Administrative Agent form of Exhibit D-1 (in the case of the Electronic ----------- Notes) or D-2 (in the case of the Company Notes) attached hereto and addressing as to such other matters relating to this Amendment as the Successor Administrative Agent such Purchaser may reasonably request;. Electronic (if the closing involves Electronic Notes) and the Company hereby direct such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A good standing certificate for Electronic (if the closing involves Electronic Notes) from the Secretary of State of each of Nevada and California and for the Company from the Secretary of State of each of Delaware and California, in each case dated as of a copy recent date, and such other evidence of the notice delivered by a Responsible Officer of the Borrower status thereof as such Purchaser may reasonably request. (vii) Additional documents or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel certificates with respect to legal matters or corporate or other proceedings related to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Administrative Agent and the Successor Administrative Agent Lessor shall have received each of the following, each dated as of the Effective Restatement Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent)Lessor, in form and substance reasonably satisfactory to the Administrative Agent and the Successor AgentLessor: (i) this AmendmentAgreement, duly executed and delivered by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Lessee and the Required LendersGuarantors; (ii) the Consentan opinion of Ropes & Xxxx LLP, Agreement counsel to Lessee and Affirmation of Guaranty in the form attached hereto Guarantors addressed to Lessor and addressing such matters as Exhibit A (the “Guarantor Consent”), duly executed by each of the GuarantorsLessor may request; (iii) a copy of the articles or certificate of incorporation (xor equivalent organic or organizational document) the DBNY Resignation of Lessee and Assignment Agreementeach Guarantor, in the form attached hereto certified as Exhibit B, duly executed of a recent date by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as Secretary of State of the date hereof state of organization of Lessee and (y) each Guarantor, together with certificates of such official attesting to the “Effective Date” under, good standing of Lessee and as defined in, the DBNY Resignation and Assignment Agreement shall have occurredeach Guarantor; (iv) certified copies a certificate of the Secretary or an Assistant Secretary of Lessee and each Guarantor certifying (A) the names and true signatures of each officer of Lessee and each Guarantor that has been authorized to execute and deliver this Agreement or other document required hereunder to be executed and delivered by or on behalf of Lessee and each Guarantor, (B) the by-laws (or equivalent organic or organizational document) of Lessee and each Guarantor as in effect on the date of such certification, (C) the resolutions of the Board Lessee’s and each Guarantor’s board of Directors directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and (D) that there have been no changes in the other Loan Documents certificate of incorporation (or equivalent organic or organizational document) of Lessee and each Guarantor from the certificate of incorporation (or equivalent organic or organizational document) delivered in connection herewith pursuant to which such Loan Party is a partyclause (iii) above; (v) a favorable opinion an amendment and restatement of Xxxx Xxxxxxx, P.C., counsel to the Loan PartiesAcknowledgement Agreement, in form and substance reasonably satisfactory to Lessor, duly executed and delivered to Lessor by each of the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestparties thereto; (vi) a copy of the notice Waiver Letter, in form and substance satisfactory to Lessor, duly executed and delivered to Lessor; (vii) true and correct copies, certified by a Responsible Officer of Lessee, of all “Loan Documents” (as defined in the Borrower Credit Agreement); and (viii) one or more Leases executed by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent Lessee in respect of each outstanding Local Credit Facility pursuant any and all Rhodium Amounts contained in any Unit subject to the requirements of Section 5.4(c)a Yarns Lease.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Effective Date) each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agentin sufficient copies for each Lender: (i) this AmendmentAgreement, duly executed and delivered by the BorrowerBorrower and, for the Administrative Agentaccount of each Lender requesting the same, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and a Note or Notes of the Required LendersBorrower conforming to the requirements set forth herein; (ii) a reaffirmation (or at the Consentrequest of the Administrative Agent, an amendment and restatement) of each of the Guaranty and Pledge Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)each other Collateral Document, duly executed and delivered by each respective Loan Party, together with each of the Guarantorsfollowing: (A) evidence satisfactory to the Administrative Agent that the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral; and (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge Agreement and stock powers for such certificates, instruments and other documents executed in blank; (iii) a favorable opinion of (xA) Shearman & Sterling LLP, counsel to the DBNY Resignation Borrower and Assignment AgreementHoldings, in substantially the form attached hereto as of Exhibit F-1 (Form of Opinion of Counsel for the Borrower and Holdings), (B) Potter Anderson and Corroon LLP, duly executed by Delaware counsel to the Borrower and Holdinxx, in xxxxxxxtially the form of Exhibit F-2 (Form of Opinion of Delaware Counsel for the Borrower and Holdings), (C) Heidi Mortensen, General Counsel of Holdings and the Borrower, xx xxxxxxxxxxxxy the Guarantors, form of Exhibit F-3 (Form of Opinion of General Counsel) and (D) counsel to the Existing Administrative Agent as to the enforceability of this Agreement and the Successor Agent, dated as of other Loan Documents to be executed on the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred;; AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. (iv) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of the Borrower and Holdings, certified copies as of a recent date by the Secretary of State of the state of organization of such Person, together with certificates of such official attesting to the good standing of each such Person; and (v) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and Holdings certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Agreement and any other Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of the such Loan Party's Board of Directors (or Sole Member, as applicable, of each Loan Party equivalent governing body) approving and authorizing the execution, delivery and performance of this Amendment Agreement and the other Loan Documents delivered in connection herewith to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a party; (v) a favorable opinion from the certificate of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower incorporation (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility equivalent Constituent Document) delivered pursuant to the requirements of Section 5.4(c)clause (iv) above.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Effective Closing Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agenteach Lender: (i) this AmendmentAgreement duly executed by the Borrower; (ii) the Guaranty and Security Agreement, duly executed by Parent and each Loan Party; (iii) the Guaranty, duly executed by PBE; (iv) the OID Side Letter, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (iiv) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)each Collection Account Control Agreement, duly executed by each of the GuarantorsBorrower and City National Bank; (iiivi) a Bank Instruction Letter with respect to the Bank of America Account, duly executed by Parent; (xvii) the DBNY Resignation Master License, the Master Assignment Agreement and Assignment the Servicing Agreement, in each duly executed by Parent and the form attached hereto as Exhibit BBorrower; (viii) the Trademark Security Agreement, duly executed by Parent; (ix) the Licensed Trademark Security Agreement, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (ivx) certified copies of resolutions of the Board of Directors or Sole MemberUCC-1 financing statements, with the Parent and each Loan Party, as debtor, as applicable, and, in each case, the Administrative Agent as secured party; (xi) evidence that all other actions to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, to perfect and protect the first priority Liens (subject to Permitted Liens) over the Collateral created hereby and by the other Loan Documents have been taken, including, without limitation, receipt by the Administrative Agent of UCC, Intellectual Property and other appropriate search reports satisfactory to it and of all effective prior filings listed therein, together with evidence of the termination of such prior filings (or, in the case of certain filings with respect to Intellectual Property as more specifically set forth in the Guaranty and Security Agreement, evidence that the related Lien has been released and assurances that terminations of such filings will be executed and delivered upon request) other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent; (xii) duly executed favorable opinions of counsel to PBE, Parent and the Loan Parties in New York and each jurisdiction of organization of PBE, Parent and each Loan Party addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request; (xiii) a copy of each Organizational Document of PBE, Parent and each Loan Party that is on file with the secretary of state (or other similar Governmental Authority) in the jurisdiction of its organization, certified as of a recent date by such secretary of state (or similar Governmental Authority), together with, if applicable, certificates attesting to the good standing of Parent or such Loan Party in its jurisdiction of organization; (xiv) a certificate of the secretary or other officer of PBE, Parent and each Loan Party certifying as to (A) the names and signatures of each officer of PBE, Parent or such Loan Party authorized to execute and deliver any Loan Document, (B) the Organizational Documents of PBE, Parent or such Loan Party attached to such certificate are complete and correct copies of such Organizational Documents as in effect on the date of such certification (or, for any such Organizational Document delivered pursuant to clause (xiii) above, that there have been no changes from such Organizational Document so delivered) and (C) the resolutions of PBE, Parent or such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment and the other each Loan Documents delivered in connection herewith Document to which PBE, Parent or such Loan Party is a party; (vxv) a favorable opinion certificate of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent effect that (x) the conditions set forth in respect of each outstanding Local Credit Facility pursuant clause (f) and (g) below has been satisfied and (y) after giving effect to the requirements funding of Section 5.4(c)the Loans and the application of the proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent; (xvi) a payoff letter duly executed and delivered by PBE and the administrative agent evidencing that all obligations under the Amended and Restated Credit Agreement dated as of March 4, 2011 and as amended and restated, among PBE, Holdings and the guarantors, lender, administrative agent and other agents party thereto will have been repaid in full after giving effect to the funding of the Loans hereunder and any Liens on the Collateral shall thereupon be released; and (xvii) such other documents and information as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facilities Increase Date each of the following, each dated as of the Effective Facilities Increase Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Increase Joinder executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender Increase Lenders and the Required Lendersother parties hereto; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors or Sole Member, as applicable, directors of each Loan Party approving the execution, delivery and performance of this Amendment Increase Joinder and the other Loan Documents delivered documents to be executed in connection herewith herewith; (iii) one or more Guaranty Supplements executed by Blacksmith and each of its Subsidiaries substantially in the form of Exhibit A to which such Loan Party is a partythe Guaranty pursuant to Section 7.11(a) of the Credit Agreement; (iv) one or more Joinder Agreements substantially in the form of Annex 2 to the Pledge and Security Agreement executed by Blacksmith and all of Blacksmith's Subsidiaries pursuant to Section 7.10 of the Pledge and Security Agreement and Section 7.11(b) of the Credit Agreement; (v) all certificates, instruments and other documents representing all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to Pledge Amendments and Joinder Agreements executed pursuant to clauses (iv) and (v) above, together with (i) in the case of certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the relevant Loan Party or Subsidiary thereof, as the case may be; (vi) evidence satisfactory to each of the Administrative Agent and the Syndication Agent that, upon the filing and recording of instruments delivered on the Facilities Increase Date, the property that is to become Collateral after delivery of the Pledge Amendments and Joinder Agreements executed pursuant to clauses (iv) and (v) above shall be subject to the Requisite Priority Liens (subject to Liens permitted under the Credit Agreement), including (x) such documents duly executed by each Loan Party, Blacksmith or any of its Subsidiaries as each of the Administrative Agent and the Syndication Agent may request with respect to the perfection of the Requisite Priority Liens in such Collateral (including financing statements under the UCC, short-form security agreements relating to patents, trademarks and registered copyrights in the United States suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name Blacksmith or and of its Subsidiaries as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Facilities Increase Date or are otherwise permitted under the Credit Agreement; (vii) any Deposit Account Control Agreements set forth on Schedule 6 to the Joinder Agreement executed pursuant to clause (v) above, duly executed by the corresponding depositary bank and Loan Party; (viii) the articles or certificates of incorporation, certificates of good standing and secretary's certificates described in Section 3.1(a)(vii) and (viii) of the Credit Agreement relating to Blacksmith and each of its Subsidiaries; (ix) a certificate of a Responsible Officer of the Parent to the effect that each of the conditions set forth in Section 3.3 (Conditions Precedent to Each Facilities Increase) and this Section 3 have been satisfied; (x) a favorable opinion of Xxxx Xxxxxxx, P.C.Axxxxx & Bird LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent Agent, addressed to the Agents and the Lenders and addressing such other matters relating to this Amendment as any Lender through any Agent may reasonably request; and (xi) such other document as the Successor Administrative Agent may reasonably request; (vi) request or as any Lender participating in the Facilities Increase may require as a copy of condition to its commitment in the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Facilities Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i1) counterparts of this AmendmentAmendment that, duly executed by when taken together, bear the signatures of (A) Holdings, (B) UK Holdco, (C) each Borrower, (D) each other Guarantor, and (D) the Administrative Agent, each 2010 Extending 2017-2 Refinancing Term Lender, each 2010 Extending Revolving Lender and the Required Lenders; (ii2) the Consent, Agreement such customary certificates of resolutions or other action of each US Loan Party and Affirmation incumbency certificates of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by Responsible Officers of each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment AgreementUS Loan Party, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Membereach case, as applicablethe Administrative Agent may reasonably require evidencing the identity, authority and capacity of each such Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment unless existing resolutions and/or existing incumbency certificates for such Loan Party approving passed in connection with the execution, delivery and performance of Loan Documents are sufficiently broad to authorize the entry into this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party. (3) such other documents as the Lenders or the Administrative Agent may reasonably request to evidence that each US Loan Party is duly organized or formed in its jurisdiction of organization, and that Holdings, UK Holdco, each Borrower and each other Guarantor is validly existing, in good standing in its jurisdiction of organization (to the extent such concept is applicable in the relevant jurisdiction), except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v4) a favorable an opinion of Xxxx XxxxxxxLxxxxx & Wxxxxxx LLP, P.C., counsel to the Loan Parties, customary in form and substance and reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably requestAgent; (vi5) a copy Borrowing Request requesting the New Term Loans delivered to the Administrative Agent; and (6) a certificate of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel UK Holdco to the Borrower), to effect that each Local Agent of the conditions set forth in respect Sections 2.26 and 5.2 of each outstanding Local the Credit Facility pursuant to the requirements of Section 5.4(c)Agreement have been satisfied; and

Certain Documents. The Administrative Agent and the Successor Administrative Agent Purchasers shall have received each of the following, each dated as the Date of the Effective Date Closing (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agenta different date is indicated below), and each in form form, scope and substance satisfactory to the Administrative Agent and the Successor AgentPurchasers: (i) this Amendment, duly executed the Note(s) to be purchased by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenderssuch Purchaser; (ii) certified copies of the Consentresolutions of the ESOP Trustee, Agreement and Affirmation on behalf of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”)ESOP, duly executed by approving each of the Guarantors; (iii) (x) Note Documents to which the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” underESOP Trust is a party, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions all documents evidencing other necessary ESOP Trustee action, ESOP participant actions, if any, and governmental approvals, if any, with respect to each of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Note Documents delivered in connection herewith to which such Loan Party the ESOP Trust is a party; (iii) certified copies of the resolutions of the Services Company approving each of the Note Documents to which the Services Company is a party, and certified copies of all documents evidencing other necessary corporate action (including stockholder approvals, if required) and governmental approvals, if any, with respect to each of the Note Documents to which the Services Company is a party; (iv) a certificate of the Secretary or an Assistant Secretary of the ESOP Trustee certifying the names and true signatures of the officers of the ESOP Trustee authorized to sign the Note Documents to which the ESOP Trust is a party and the other documents to be delivered hereunder by the ESOP; (v) a certificate of the Secretary or an Assistant Secretary of the Services Company certifying the names and true signatures of the officers of the Services Company authorized to sign the Note Documents to which the Services Company is a party and the other documents to be delivered hereunder by the Services Company; (vi) a certificate of an authorized officer of the Collateral Trustee certifying the names and true signatures of the officers of the Collateral Trustee authorized to sign the Collateral Trust Agreement and any other Note Documents to which the Collateral Trustee is a party; (vii) copies of the Articles of Incorporation and bylaws, each as amended to date, of the Services Company, certified by the Secretary or an Assistant Secretary of the Services Company, and a copy (certified by the Pennsylvania Secretary of State within 10 Business Days of the Date of Closing) of the Index and Docket Record of the Services Company; (viii) a favorable opinion of Xxxx XxxxxxxXxxxxx, P.C.Xxxxx & Bockius LLP, counsel to the Loan PartiesServices Company, substantially in the form and substance reasonably satisfactory of Exhibit C attached hereto; (ix) a favorable opinion of Jenkens & Xxxxxxxxx, A Professional Corporation, counsel to the Successor Administrative Agent and addressing ESOP Trustee, substantially in the form of Exhibit D attached hereto; (x) a favorable opinion of Montgomery, McCracken, Xxxxxx & Xxxxxx, counsel to the Collateral Trustee, substantially in the form of Exhibit E attached hereto; (xi) a favorable opinion of Xxxxx Xxxxx L.L.P., who are acting as special counsel for the Purchasers in connection with this transaction, as to such matters relating incident to this Amendment the matters herein contemplated as the Successor Administrative Agent Purchasers may reasonably request; (vixii) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports, dated within 10 Business Days of the Date of Closing, listing all effective financing statements which name the ESOP or the Services Company (under the present name of each and any previous name held within the last five years) as debtor and which are filed in the offices of the Secretaries of State of Pennsylvania and Illinois; (xiii) certified copies of each of the ESOP Documents, the terms and conditions of which shall be in full force and effect and shall not have been amended, modified or waived except with the Purchasers' prior written consent; (xiv) certified copies of the Certificate of Limited Partnership or Certificate of Formation of each of the Master Partnership and each of Buckeye Pipe Line Company, L.P., Buckeye Pipe Line Holdings, L.P., Everglades Pipe Line Company, L.P. and Laurel Pipe Line Company, L.P., each as amended to date, certified by the Secretary of State (or other appropriate authority) of the state where each is organized within 10 Business Days of the Date of Closing; (xv) certified copies of the partnership agreements or limited liability company operating agreements governing the Master Partnership and the Operating Companies, each as amended to date, the terms and conditions of which shall be in full force and effect; (xvi) certified copies of all management agreements by and between the Manager and the Master Partnership or any of the Operating Companies, each as amended to date, the terms and conditions of which shall be in full force and effect; (xvii) certified copies of the Glenmoor Management Agreement, the Exchange Agreement, the Services Agreement, the BMC Expense Reimbursement Agreement (as defined in the Guaranty Agreement), the Reimbursement Security Agreements (as defined in the Guaranty Agreement) and the Incentive Compensation Agreement, each as amended to date, the terms and conditions of which shall be in full force and effect; (xviii) a certified copy of the Intercreditor Agreement, the terms and conditions of which shall be in full force and effect; (xix) a statement of income and changes in plan equity for the ESOP's 2002 Plan Year (as defined in the ESOP Plan), and a statement of financial condition for the ESOP as at the end of such year, reported on by independent public accountants of recognized national standing selected by the ESOP, whose report shall be without limitation as to the scope of the audit; (xx) a copy of each other report submitted to the ESOP or the ESOP Trustee by its independent accountants in connection with any annual, interim or special audit made by them of the books of the ESOP prior to the Date of Closing; (xxi) a copy of the notice 2002 annual report of the ESOP on Form 5500, and copies of all other material reports and notices which the ESOP or the ESOP Trustee has filed under ERISA with the IRS or the U.S. Department of Labor, or which the ESOP Trustee has received from either of the foregoing entities, in each case prior to the Date of Closing; (xxii) the Collateral Trust Agreement, duly executed and delivered by the Collateral Trustee, the ESOP Trust and the Services Company; (xxiii) a Responsible Officer Guaranty Agreement, duly executed and delivered by the Services Company; (xxiv) a Security Agreement, duly executed and delivered by the Services Company; (xxv) a Collateral Assignment of Deposit Accounts, duly executed and delivered by the ESOP Trust, the Services Company, the Collateral Trustee, and Wachovia Bank, National Association, as depository institution thereunder; (xxvi) all Uniform Commercial Code financing statements deemed necessary or appropriate by the Purchasers to perfect the Liens in favor of the Borrower Collateral Trustee arising under the Security Documents, duly executed by the appropriate Persons, to be recorded with the appropriate filing offices; (xxvii) Pledge Agreements, duly executed and delivered by the ESOP Trust and the Services Company; (xxviii) certificates representing 100% of the capital stock and partnership units pledged pursuant to each of the Pledge Agreements described in clause (xxvii), together with an undated stock power or assignment for each such certificate executed in blank by the applicable pledgor; (xxix) an authorized attorney at Xxxx XxxxxxxOfficer's Certificate of the Services Company, P.Ccertifying that the Services Company is Solvent, counsel both before and after giving effect to the Borrower)transactions contemplated by or in connection with this Agreement; and (xxx) certificates of insurance naming the Collateral Trustee as loss payee and as an additional insured, to each Local Agent in respect as required by Section 4.12 of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Guaranty Agreement.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received on or prior to the Facilities Increase Date for such Facilities Increase each of the following, each dated as of the Effective such Facilities Increase Date (unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Successor Administrative Agent): (i) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in Section 2.1(b) (Facilities Increase) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly executed by the Borrower, the Administrative AgentAgent and such Affiliate, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required LendersApproved Fund or Eligible Assignee; (ii) the Consent, an amendment to this Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”including to Schedule I (Commitments)), duly effective as of the Facilities Increase Date and executed by each the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the GuarantorsFacilities Increase (including interest rates, fees and maturity), as agreed by the Borrower and the Administrative Agent but, which, in any case, except for of interest, fees, and maturity, shall not be applied materially differently to the Facilities Increase and the existing Revolving Credit Facility; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the consummation of such Facilities Increase and the execution, delivery and performance of the corresponding amendments to this Amendment Agreement and the other Loan Documents delivered documents to be executed in connection herewith to which such Loan Party is a partytherewith; (viv) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to for the Loan Parties, addressed to the Agents and the Lenders and in form and substance and from counsel reasonably satisfactory to the Successor Administrative Agent and addressing Agent; and (v) such matters relating to this Amendment other document as the Successor Administrative Agent may reasonably request; (vi) request or as any Lender participating in such Facilities Increase may reasonably require as a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel condition to the Borrower), to each Local Agent its commitment in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)such Facilities Increase.

Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, each dated as of the Effective Date (unless otherwise indicated or agreed to by the Administrative Agent and the Successor Administrative Agent), each in form and substance reasonably satisfactory to the Administrative Agent and the Successor Agent: (i) this Amendment, duly Agreement executed by the Consenting Lenders, the Additional Tranche B-3 Term Lenders, the Required Lenders (as defined in Exhibit A, immediately after giving effect to the 2017 Term Loan Extension Offer, but prior to the Additional Borrowing and the use of proceeds thereof), the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender other Credit Parties and the Required LendersAgent; (ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors; (iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred; (iv) certified copies of resolutions of the Board board of Directors directors (or Sole Member, as applicable, other governing body) of each Loan Credit Party approving the execution, delivery and performance of this Amendment Agreement and the other documents to be executed in connection herewith; (iii) a certificate of the secretary or assistant secretary (or other authorized person) of each Credit Party dated the Effective Date, certifying (A) that attached thereto is a true and complete copy of each organizational document of such Credit Party and that either (x) such organizational documents have not been altered since delivery of such documents on the Effective Date (including certification, if any, by the Secretary of State of the state of its organization delivered on the Effective Date) or (y) such organizational document are in full force and effect on the date hereof, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the Additional Borrowing and 2017 Term Loan Documents Extension, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer (or other authorized person) executing this Agreement or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to which the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (iii)); (iv) a certificate as to the good standing of each Credit Party (if available in the applicable jurisdiction), to the extent requested by the Agent (in so-called “long-form” if available), as of a recent date, from such Loan Party is a partySecretary of State (or other applicable Governmental Authority); (v) a certificate of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 7.1 of the Credit Agreement and this Section 4 have been satisfied; and (vi) a favorable opinion of (a) Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxxx, P.C.LLP, counsel to the Loan PartiesBorrower, (b) Elvinger Hoss Prussen, société anonyme, Luxembourg counsel to the Borrower, (c) Xxxxx & XxXxxxxx, special U.K. counsel to the Borrower, (d) Xxxxx Stagnetto Xxxxx, special Gibraltar counsel to the Borrower and (e) Xxxxxx Services, special Bermuda counsel to the Borrower, each in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request; (vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)Agent.