Common use of Certain Post Closing Matters Clause in Contracts

Certain Post Closing Matters. (a) On or prior to March 15, 2001, Borrower shall deliver, or cause to be delivered to Lender, (i) an opinion of German counsel, in form and substance satisfactory to Lender, as to the existence of the German Borrower, the due execution and delivery of this Agreement and all related Loan Documents to which it is party and such other matters as Lender shall request and (ii) an opinion of U.S. Virgin Islands counsel, in form and substance satisfactory to Lender, as to the existence of Gamma International, the due execution and delivery by it of its Guaranty and all related Loan Documents to which it is party and such other matters as Lender shall request and certified authorizing resolution of Gamma International. (b) On or prior to April 30, 2001: (i) Borrower shall deliver, or cause to be delivered to Lender, a (A) Stock Pledge Agreement relative to the stock of each Foreign Subsidiary as to which a Stock Pledge Agreement has not previously been delivered and (B) such amendments to, restatements of or ratifications of any Stock Pledge Agreements relative to the stock of Foreign Subsidiaries delivered to Lender prior to the Closing Date as Lender shall require (after consultation with local counsel as it shall deem appropriate); (ii) Borrower shall take all actions, or cause to be taken, all actions under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in the stock pledged thereby (including, without limitation, effecting all necessary registrations and re-registrations), and (iii) Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to each such Stock Pledge Agreement or amendment, restatement or ratification and such legal opinions in regard thereto as Lender shall request. (c) On or prior to April 30, 2001: (i) the Canadian Borrower shall deliver, or cause to be delivered to Lender, security documents, in form and substance satisfactory to Lender, relative to all, or substantially all, of its assets and shall take all actions, or cause to be taken all actions, under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in such assets and (ii) the Canadian Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to such security documents and such legal opinions in regard thereto as Lender shall request. (d) On or prior to April 30, 2001, the Borrower shall deliver, or cause to be delivered to Lender, a landlord lien waiver agreement, in form and substance satisfactory to Lender, signed by the landlords of each of its Norcross, Georgia locations.

Certain Post Closing Matters. (aA) On or prior As soon as practicable and in any case within 90 days after the Closing Date, take any and all necessary action and execute all documents and instruments and make all necessary filings in order to March 15, 2001, Borrower shall deliver, or cause to ensure that BidCo makes a U.S. tax "check the box election" such that the Administrative Agent is satisfied that BidCo will be delivered to Lendertreated as tax resident for U.S. tax purposes. (B) As soon as practicable and in any case within 30 days after the Asset Transfer has occurred in accordance with the Put and Call Option Agreement, (i) an opinion ensure that (a) each U.S. Subsidiary of German counselthe Company constituting part of the Acquired Business has executed and delivered a Subsidiary Guaranty and (b) a fully perfected first priority security interest is granted in favor of the Administrative Agent for the benefit of the Secured Parties over those U.S. assets of the Acquired Business not then subject to a first priority Lien in favor the Administrative Agent for the benefit of the Secured Parties in a manner set out in, and in accordance with, Section 5.01(j), in form and substance satisfactory to Lender, as to each case at the existence expense of the German Borrower, the due execution and delivery of this Agreement and all related Loan Documents to which it is party and such other matters as Lender shall request and Holdings or (ii) an opinion take one or more of U.S. Virgin Islands counselthe following steps: (x) provide, in form and substance satisfactory to Lender, as to the existence of Gamma International, the due execution and delivery by it cause each of its Guaranty applicable Subsidiaries (including non-U.S. Subsidiaries) to provide, such guarantees, mortgages, pledges, assignments and all related other collateral security documents, (y) procure from Affiliates or other Persons such letters of credit, bankers' acceptances, surety bonds or similar instruments or (z) agree to such other changes to pricing, structure, tenor and other terms of the Loan Documents to which it is party and such other matters as Lender shall request and certified authorizing resolution of Gamma International. (b) On or prior to April 30, 2001: (i) Borrower shall deliver, or cause to be delivered to Lender, a (A) Stock Pledge Agreement relative to the stock of each Foreign Subsidiary as to which a Stock Pledge Agreement has not previously been delivered and (B) such amendments to, restatements of or ratifications of any Stock Pledge Agreements relative to the stock of Foreign Subsidiaries delivered to Lender prior to the Closing Date as Lender shall require (after consultation with local counsel as it shall deem appropriate); (ii) Borrower shall take all actions, or cause to be taken, all actions under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in the stock pledged thereby (including, without limitation, effecting such changes to the leverage and debt covenants, and related definitions, as may be necessary to accommodate certain Contingent Obligations of the Acquired Business), in each case, at Holding's expense, as the Administrative Agent and the Required Lenders may determine, in consultation with Holdings (taking into account cost-efficiency considerations and other parameters to be agreed) are necessary to provide additional or increased financial benefits to the Agents and Lender Parties, which when combined with improvements to the credit profile of Holdings and considered in the aggregate are substantially equivalent, on a commercial basis, to the documents and actions specified in clause (i) above. (C) As soon as practicable and in any case within 90 days after the Closing Date, take any and all necessary registrations action and re-registrations)execute all documents and instruments and make all necessary filings with the patent and trademark office or comparable filing office or agency, in each case where a filing must be made or notice given or other action taken in order to allow for the perfection of a Lien (where applicable) on patents and (iii) Borrower shall delivertrademarks owned by any Loan Party and registered locally under the laws of the Included Foreign Jurisdictions, or cause other than, in any case, where the Administrative Agent determines that compliance with such requirements is not practicable to be deliveredcompleted by such time or at all. (D) As soon as practicable and in any case within 45 days after the industrial revenue bonds issued with respect to the respective properties located in Baltimore, Maryland and Lincolnton, North Carolina have been paid in full, execute and deliver to Lender certified authorizing resolutions relative the Administrative Agent a mortgage in each case with respect to each such Stock Pledge Agreement or amendmentproperty, restatement or ratification along with such other documents and instruments as the Administrative Agent may reasonably request in connection therewith in order to create and perfect a valid and subsisting first priority Lien on such property, including those of the type specified in Section 3.01(a)(iv) and satisfactory legal opinions opinions, in regard thereto as Lender shall request. (c) On or prior to April 30, 2001: (i) the Canadian Borrower shall deliver, or cause to be delivered to Lender, security documents, each case in form and substance reasonably satisfactory to Lender, relative to all, or substantially all, of its assets and shall take all actions, or cause to be taken all actions, under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in such assets and (ii) the Canadian Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to such security documents and such legal opinions in regard thereto as Lender shall requestAdministrative Agent. (dE) On As soon as practicable and in any case within 45 days after the plant owned by Alpharma Animal Health Company located in Lowell, Arkansas, is repaired or rebuilt sufficiently to permit normal business operations to resume at such facility, execute and deliver to the Administrative Agent a mortgage with respect to such property, along with such other documents and instruments as the Administrative Agent may reasonably request in connection therewith in order to create and perfect a valid and subsisting first priority Lien on such property, including those of the type specified in Section 3.01(a)(iv), satisfactory legal opinions and environmental reports, in each case in form and substance reasonably satisfactory to the Administrative Agent. (F) As soon as practicable and in any case (1) by October 31, 2001, deliver audited Consolidated financial statements of each of the Acquired Business and Holdings and its Subsidiaries for the two and three year periods, respectively, prior to April the Closing Date and (with respect to the Acquired Business) unaudited financial statements for the six month period ended December 31, 2000 and (2) within 15 days after the Closing Date, deliver a written certification by its Chief Financial Officer or Treasurer to the Administrative Agent stating that the Total Leverage Ratio as of the end of the fiscal quarter ended June 30, 2001, as calculated on a rolling four-quarter basis, using audited financial statements of Holdings and its Subsidiaries and the Borrower Acquired Business for the two year period prior to the Closing Date and giving effect to all Advances made under the Facilities on the Closing Date, is less than or equal to 4.75:1.00. If the certification in the preceding clause (2) can not be made because the Total Leverage Ratio calculated as aforesaid exceeds 4.75:1.00, Holdings shall, within 30 days after the Closing Date, take such action as shall deliverbe necessary (including, without limitation, through the underwritten or privately placed sale for cash of common stock of Holdings, the conversion into Holdings common stock of the Existing Notes, the sale of assets or other deleveraging actions) to reduce the amount of consolidated Indebtedness of Holdings and its Subsidiaries such that the Total Leverage Ratio for such four quarter period is less than or equal to 4.75:1.00. (G) As soon as practicable and in any case within 45 days after the Closing Date, either (i) cause each of Alpharma de Argentina S.R.L., Alpharma do Brazil Ltda. and Alpharma U.S. Inc. Y Compania Limitada, to be delivered become direct or indirect subsidiaries of Alpharma Bermuda G.P. or (ii) execute and deliver to Lenderthe Administrative Agent a stock pledge covering 66% of the capital stock of each such subsidiary which has not been reorganized in such manner, along with such other documents and instruments as the Administrative Agent may reasonably request in connection therewith in order to create and perfect a landlord first priority lien waiver agreementin such capital stock, including those of the type specified in Section 3.01(a)(ii) and satisfactory legal opinions (including local law opinions), in each case in form and substance reasonably satisfactory to Lenderthe Administrative Agent. (H) With respect to landlords consents required in connection with leasehold mortgages for the real properties located in Palmyra, signed Missouri and Willow Island, West Virginia, use commercially reasonable efforts to obtain landlord consents to leasehold mortgages with respect to such properties, and as soon as practicable after the time that such consents are obtained, execute and deliver to the Administrative Agent a leasehold mortgage with respect to each such property, along with such other documents and instruments as the Administrative Agent may reasonably request in connection therewith in order to create and perfect a valid and subsisting first priority Lien on such leasehold, including those of the type specified in Section 3.01(a)(iv) and satisfactory legal opinions, in each case in form and substance reasonably satisfactory to the Administrative Agent. (I) With respect to the trademark "FEVERALL", which is owned by Alpharma USPD Inc., use commercially reasonable efforts to obtain a release of the landlords lien on such trademark by Xxxxxx-Xxxxx Laboratories, Inc. as soon as practicable after the Closing Date. (J) As soon as practicable and in any case within 120 days after the Closing Date, take any and all necessary action and execute all documents and instruments and make all necessary filings as may be required by any Governmental Authority such that the Administrative Agent is reasonably satisfied that the property located at 000 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx will be assessed and taxed separately from all other realty as of each the 2003 real estate tax year. . So long as any Advance or any other Payment Obligation of its Norcrossany Loan Party under any Loan Document has not been Fully Paid, Georgia locations.any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, neither Holdings nor any Borrower shall, at any time:

Certain Post Closing Matters. (a) On or prior to March 15, 2001, Borrower The Loan Parties shall deliver, or cause to be delivered to Lender, (i) an opinion of German counsel, in form and substance satisfactory to Lender, as deliver to the existence Agent within 75 days of the German Borrowerdate hereof, unless such date is extended by the due execution and delivery of this Agreement and all related Loan Documents to which it is party and such other matters as Lender shall request and (ii) an opinion of U.S. Virgin Islands counselAgent, in form and substance satisfactory to Lender, as to the existence of Gamma International, the due execution and delivery by it of its Guaranty and all related Loan Documents to which it is party and such other matters as Lender shall request and certified authorizing resolution of Gamma International. (b) On or prior to April 30, 2001acting reasonably: (i) Borrower a first priority Mortgage encumbering each parcel of Real Property in favor of the Agent, for the benefit of Agent and the Lenders, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall deliverbe required in connection with the recording or filing thereof to create a lien under applicable law, or cause and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be delivered to Lender, a (A) Stock Pledge Agreement relative in form and substance reasonably satisfactory to the stock of each Foreign Subsidiary as to which a Stock Pledge Agreement has not previously been delivered and (B) such amendments to, restatements of or ratifications of any Stock Pledge Agreements relative to the stock of Foreign Subsidiaries delivered to Lender prior to the Closing Date as Lender shall require (after consultation with local counsel as it shall deem appropriate)Agent; (ii) Borrower shall take all actionswith respect to each parcel of Mortgaged Property is subject to a Mortgage, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or cause to be taken, all actions under the laws of each applicable jurisdiction other instruments as necessary to perfect Lender's security consummate the transactions contemplated under this Section 4.22 or as shall reasonably be deemed necessary by the Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; provided, however, that with respect to any of the same relating to leasehold Mortgaged Property only, the Loan Parties shall have satisfied the requirement in this clause (ii) if, after having used commercially reasonable efforts as determined in the stock pledged thereby reasonable judgment of the Agent, they are unable to obtain such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments; (includingiii) with respect to each Mortgage, without limitationa policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, effecting all necessary registrations which fair market value is set forth on Schedule 4.22 (iii), which policy (or such marked-up commitment) (each, a "Title Policy") shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Agent, (C) contain a "tie-in" or "cluster" endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements as shall be reasonably requested by the Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, separate tax lot and reso-registrationscalled comprehensive coverage over covenants and restrictions), and (iiiE) Borrower contain no exceptions to title other than exceptions acceptable to the Agent; (iv) with respect to each parcel of Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called "gap" indemnification) as shall deliverbe required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (v) evidence reasonably acceptable to the Agent of payment by the Loan Parties of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above; (vi) with respect to each Real Property or cause Mortgaged Property, copies of all leases in which any Loan Party holds the lessor's interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Mortgaged Property subject to a Mortgage, such agreement shall be subordinate to the Lien of the Mortgage to be deliveredrecorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Agent; (vii) with respect to each parcel of Mortgaged Property, the Loan Parties shall have made all notifications, registrations and filings, to Lender certified authorizing resolutions relative the extent required by, and in accordance with, all governmental real property disclosure requirements applicable to such Real Property; and (viii) surveys with respect to each such Stock Pledge Agreement or amendment, restatement or ratification and such legal opinions in regard thereto as Lender shall requestParcel of Real Property subject to a Mortgage. (c) On or prior to April 30, 2001: (i) the Canadian Borrower shall deliver, or cause to be delivered to Lender, security documents, in form and substance satisfactory to Lender, relative to all, or substantially all, of its assets and shall take all actions, or cause to be taken all actions, under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in such assets and (ii) the Canadian Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to such security documents and such legal opinions in regard thereto as Lender shall request. (d) On or prior to April 30, 2001, the Borrower shall deliver, or cause to be delivered to Lender, a landlord lien waiver agreement, in form and substance satisfactory to Lender, signed by the landlords of each of its Norcross, Georgia locations.

Certain Post Closing Matters. Notwithstanding anything to the contrary contained in this Agreement, within sixty (60) days after the Closing Date, the Borrowers shall deliver to the Administrative Agent: (a) On or prior to March 15, 2001, Borrower shall deliver, or cause to be delivered to Lender, (i) an opinion of German counsel, in form and substance satisfactory to Lender, as to the existence extent applicable, a copy, certified as of a recent date by the applicable Governmental Authority, of each Organizational Document delivered pursuant to Section 4.1(a)(i) of this Agreement which was certified by a Secretary or Assistant Secretary of the German BorrowerBorrowers or the Guarantor; (b) all good standing certificates, if any, which the due execution Borrowers and delivery the Guarantor were required to deliver pursuant to Section 4.1(a)(iv) of this Agreement and all related Loan Documents to delivery of which it is party and such other matters as Lender shall request and (ii) an opinion was temporarily waived by the Lenders for the purposes of U.S. Virgin Islands counsel, in form and substance satisfactory to Lender, as to effecting the existence of Gamma International, the due execution and delivery by it of its Guaranty and all related Loan Documents to which it is party and such other matters as Lender shall request and certified authorizing resolution of Gamma International. (b) On or prior to April 30, 2001: (i) Borrower shall deliver, or cause to be delivered to Lender, a (A) Stock Pledge Agreement relative to the stock of each Foreign Subsidiary as to which a Stock Pledge Agreement has not previously been delivered and (B) such amendments to, restatements of or ratifications of any Stock Pledge Agreements relative to the stock of Foreign Subsidiaries delivered to Lender prior to closing on the Closing Date as Lender shall require (after consultation with local counsel as it shall deem appropriate)Date; (ii) Borrower shall take all actions, or cause to be taken, all actions under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in the stock pledged thereby (including, without limitation, effecting all necessary registrations and re-registrations), and (iii) Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to each such Stock Pledge Agreement or amendment, restatement or ratification and such legal opinions in regard thereto as Lender shall request. (c) On or prior all UCC-11 searches, if any, which the Borrowers and the Guarantor were required to April 30, 2001: (ideliver pursuant to Section 4.1(l) of this Agreement and delivery of which was temporarily waived by the Canadian Borrower shall deliver, or cause to be delivered to Lender, security documents, in form and substance satisfactory to Lender, relative to all, or substantially all, Lenders for the purposes of its assets and shall take all actions, or cause to be taken all actions, under effecting the laws of each applicable jurisdiction necessary to perfect Lender's security interest in such assets and (ii) closing on the Canadian Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to such security documents and such legal opinions in regard thereto as Lender shall request.Closing Date; (d) On or prior to April 30as pledgee, 2001, share certificates representing 66% of the Borrower shall deliver, or cause to be delivered to Lender, a landlord lien waiver agreement, in form and substance satisfactory to Lender, signed by the landlords capital stock of each of its Norcrossthe Foreign Subsidiaries, Georgia locations.together with executed and undated stock powers related thereto; and (e) agreements establishing the Administrative Agent's dominion and control over the Borrowers' lockbox-related deposit accounts located at SunTrust, Northern Trust Company and Xxxxxx Trust & Savings Bank. All conditions precedent and representations contained in this Agreement shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions 167 described above within the time periods required above); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct at the time the respective action is taken in accordance with the foregoing provisions of this Section 10.19. The acceptance of the benefits of the making of each Loan and the issuance of each Letter of Credit shall constitute a representation, warranty and covenant by the Borrowers to each of the Lenders that the actions required pursuant to this Section 10.19 will be taken within the relevant time periods referred to in this Section 10.19 and that, at such time, all representations and warranties contained in this Agreement shall then be true and correct without any modification pursuant to this Section 10.19. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 168

Certain Post Closing Matters. (a) On The applicable Loan Parties shall deliver to the Collateral Agent (unless waived or prior extended by the Collateral Agent in its sole discretion), within fifteen (15) days of the date hereof for Mortgaged Property located in Texas, and, within seventy-five (75) days of the date of receipt of approval from the ICC to March 15encumber the Mortgaged Property located in Illinois, 2001, Borrower shall deliver, or cause to be delivered to Lender, the following: (i) Mortgages encumbering each Mortgaged Property in which the applicable Loan Party holds an opinion ownership or leasehold interest (as indicated on Schedule 5.19 (a) (i) of German the Original Credit Agreement) in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, duly executed and acknowledged by the applicable Loan Party, and otherwise in form for recording in the recording office where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 5.19(a)(viii) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a Lien on such Mortgaged Property subject to no other Liens except Prior Liens; (ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments, in form acceptable to the Collateral Agent, as necessary or required to consummate the transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (iii) with respect to each Mortgage, a policy (or marked title commitment having the effect of a title insurance policy) of title insurance (collectively, a "Title Policy") insuring the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than the amount set forth on Schedule 5.19(a)(iii) of the Original Credit Agreement (115% of the fair market value thereof), which Title Policy shall (w) be issued by the Title Company, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (y) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements, to the extent available in each jurisdiction at commercially reasonably rates, on matters relating to usury, first loss, last dollar, zoning, contiguity, variable rate, revolving credit, doing business, access, survey, address, subdivision, separate tax lot, lender non-imputation and so-called comprehensive coverage over covenants and restrictions) and (z) contain only a survey exception and such other exceptions to title as shall be agreed to by the Collateral Agent with respect to such Mortgaged Property; (iv) with respect to each Mortgaged Property, policies or certificates of insurance as required by the Mortgage relating thereto and hereby, which policies or certificates shall comply with the insurance requirements contained in such Mortgage and herein; (v) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the Title Policy or Policies and endorsements contemplated in subparagraph (iii) above; (vi) evidence acceptable to the Collateral Agent of payment by the appropriate Loan Party or Subsidiary thereof of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to in subparagraph (iii) above; (vii) with respect to each Real Property and Mortgaged Property, copies of all leases or other agreements relating to possessory interests to which any Loan Party or Subsidiary thereof is a party, it being understood that to the extent any of the foregoing in which any Loan Party is a landlord or sublandlord affect any Mortgaged Property, such leases or other agreements shall be subordinate to the Mortgage to be recorded against such Mortgaged Property and otherwise acceptable to the Collateral Agent either by its terms or pursuant to a Subordination, non-disturbance and attornment agreement (in form and substance satisfactory to Lender, as the Collateral Agent) to be executed by the tenant thereunder; and (viii) opinions of the various local counsel to the existence Loan Parties as specified in Schedule 4.01(f) of the German Borrower, the due execution and delivery of this Original Credit Agreement and all related Loan Documents to which it is party and such other matters as Lender shall request and (ii) an opinion of U.S. Virgin Islands counsel, in form and substance satisfactory to Lenderthe Collateral Agent which opinions (x) shall be addressed to each Agent and each of the Lenders and be dated the date of delivery, as to (y) shall cover the existence enforceability of Gamma International, the due execution respective Mortgage delivered contemporaneously therewith and delivery by it perfection of its Guaranty the Liens and all related Loan security interests granted pursuant thereto and the other relevant Security Documents to which it is party and such other matters incident to the transactions contemplated herein as Lender shall the Agents may reasonably request and certified authorizing resolution of Gamma International. (bz) On or prior to April 30, 2001: (i) Borrower shall deliver, or cause to be delivered to Lender, a (A) Stock Pledge Agreement relative to the stock of each Foreign Subsidiary as to which a Stock Pledge Agreement has not previously been delivered and (B) such amendments to, restatements of or ratifications of any Stock Pledge Agreements relative to the stock of Foreign Subsidiaries delivered to Lender prior to the Closing Date as Lender shall require (after consultation with local counsel as it shall deem appropriate); (ii) Borrower shall take all actions, or cause to be taken, all actions under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in the stock pledged thereby (including, without limitation, effecting all necessary registrations and re-registrations), and (iii) Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to each such Stock Pledge Agreement or amendment, restatement or ratification and such legal opinions in regard thereto as Lender shall request. (c) On or prior to April 30, 2001: (i) the Canadian Borrower shall deliver, or cause to be delivered to Lender, security documents, in form and substance reasonably satisfactory to Lender, relative to all, or substantially all, of its assets and shall take all actions, or cause to be taken all actions, under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in such assets and (ii) the Canadian Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to such security documents and such legal opinions in regard thereto as Lender shall requestAgents. (d) On or prior to April 30, 2001, the Borrower shall deliver, or cause to be delivered to Lender, a landlord lien waiver agreement, in form and substance satisfactory to Lender, signed by the landlords of each of its Norcross, Georgia locations.

Certain Post Closing Matters. (a) On The applicable Loan Parties shall deliver to the Collateral Agent (unless waived or prior to March extended by the Collateral Agent in its sole discretion), within fifteen (15) days of the Restatement Effective Date, 2001, Borrower shall deliver, or cause to be delivered to Lender, the following: (i) Mortgages encumbering each Mortgaged Property in which the applicable Loan Party holds an opinion ownership or leasehold interest (as indicated on Schedule 5.19(a)(i)) in favor of German the Collateral Agent, for its benefit and the benefit of the Secured Parties, duly executed and acknowledged by the applicable Loan Party, and otherwise in form for recording in the recording office where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing state- Table of Contents ments and other similar statements as are contemplated by the counsel opinions described in Section 5.19(a)(viii) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a Lien on such Mortgaged Property subject to no other Liens except Prior Liens; (ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments, in form acceptable to the Collateral Agent, as necessary or required to consummate the transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (iii) with respect to each Mortgage, a policy (or marked title commitment having the effect of a title insurance policy) of title insurance (collectively, a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than the amount set forth on Schedule 5.19(a)(iii) (115% of the fair market value thereof), which Title Policy shall (w) be issued by the Title Company, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (y) contain a “tie-in” or “cluster” endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements, to the extent available in each jurisdiction at commercially reasonably rates, on matters relating to usury, first loss, last dollar, zoning, contiguity, variable rate, revolving credit, doing business, access, survey, address, subdivision, separate tax lot, lender non-imputation and so-called comprehensive coverage over covenants and restrictions) and (z) contain only a survey exception and such other exceptions to title as shall be agreed to by the Collateral Agent with respect to such Mortgaged Property; (iv) with respect to each Mortgaged Property, policies or certificates of insurance as required by the Mortgage relating thereto and hereby, which policies or certificates shall comply with the insurance requirements contained in such Mortgage and herein; (v) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy or Policies and endorsements contemplated in subparagraph (iii) above; (vi) evidence acceptable to the Collateral Agent of payment by the appropriate Loan Party or Subsidiary thereof of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to in subparagraph (iii) above; (vii) with respect to each Real Property and Mortgaged Property, copies of all leases or other agreements relating to possessory interests to which any Loan Party or Subsidiary thereof Table of Contents is a party, it being understood that to the extent any of the foregoing in which any Loan Party is a landlord or sublandlord affect any Mortgaged Property, such leases or other agreements shall be subordinate to the Mortgage to be recorded against such Mortgaged Property and otherwise acceptable to the Collateral Agent either by its terms or pursuant to a Subordination, non-disturbance and attornment agreement (in form and substance satisfactory to Lender, as the Collateral Agent) to be executed by the tenant thereunder; and (viii) opinions of local counsel to the existence of the German Borrower, the due execution and delivery of this Agreement and all related Loan Documents to which it is party and such other matters Parties as Lender shall request and (ii) an opinion of U.S. Virgin Islands counsel, specified in form and substance satisfactory to Lenderthe Collateral Agent which opinions (x) shall be addressed to each Agent and each of the Lenders and be dated the date of delivery, as to (y) shall cover the existence enforceability of Gamma International, the due execution respective Mortgage delivered contemporaneously therewith and delivery by it perfection of its Guaranty the Liens and all related Loan security interests granted pursuant thereto and the other relevant Security Documents to which it is party and such other matters incident to the transactions contemplated herein as Lender shall the Agents may reasonably request and certified authorizing resolution of Gamma International. (bz) On or prior to April 30, 2001: (i) Borrower shall deliver, or cause to be delivered to Lender, a (A) Stock Pledge Agreement relative to the stock of each Foreign Subsidiary as to which a Stock Pledge Agreement has not previously been delivered and (B) such amendments to, restatements of or ratifications of any Stock Pledge Agreements relative to the stock of Foreign Subsidiaries delivered to Lender prior to the Closing Date as Lender shall require (after consultation with local counsel as it shall deem appropriate); (ii) Borrower shall take all actions, or cause to be taken, all actions under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in the stock pledged thereby (including, without limitation, effecting all necessary registrations and re-registrations), and (iii) Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to each such Stock Pledge Agreement or amendment, restatement or ratification and such legal opinions in regard thereto as Lender shall request. (c) On or prior to April 30, 2001: (i) the Canadian Borrower shall deliver, or cause to be delivered to Lender, security documents, in form and substance reasonably satisfactory to Lender, relative to all, or substantially all, of its assets and shall take all actions, or cause to be taken all actions, under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in such assets and (ii) the Canadian Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to such security documents and such legal opinions in regard thereto as Lender shall requestAgents. (d) On or prior to April 30, 2001, the Borrower shall deliver, or cause to be delivered to Lender, a landlord lien waiver agreement, in form and substance satisfactory to Lender, signed by the landlords of each of its Norcross, Georgia locations.