Common use of Conditions of Effectiveness of Amendment Clause in Contracts

Conditions of Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Agent: (a) The Agent shall have received the following documents or items, each in form and substance satisfactory to the Agent and its legal counsel: (1) this Amendment, duly executed by each Borrower; and (2) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) The representations and warranties contained herein and in the Loan Agreement and the Other Documents, as each is amended hereby, shall be true and correct in all material respects as of the date hereof, as if made on the date hereof; (c) Each document (including any Uniform Commercial Code financing statement) required by the Loan Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; Sixth Amendment 009125.0135:495627.5 (d) No Default or Event of Default shall have occurred and be continuing or shall be in existence after giving effect to this Amendment; (e) All fees and expenses due and owing by Borrowers to Agent shall have been paid in full; and (f) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Agent and its legal counsel.

Conditions of Effectiveness of Amendment. The effectiveness of this Amendment is subject amendments to the satisfaction of Credit Agreement set forth in Section 1 shall become effective on the following conditions precedentdate (which shall be on or before August 30, unless specifically waived 2007) (the “Effective Date”) when the Administrative Agent shall have received the following, each in writing by form and substance reasonably satisfactory to the Administrative Agent: (a) The Agent shall have received the following documents or items, each in form and substance satisfactory to the Agent and its legal counsel: (1) counterparts of this Amendment, duly Amendment executed by (i) the Borrower and each Borrower; and Loan Party, (2ii) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby.Administrative Agent, and (iii) each of the Lenders; (b) The a certificate (i) of the secretary or an assistant secretary or other Responsible Officer of each of the Loan Parties certifying (A) true and complete copies of each of the articles or certificate of incorporation, organization or partnership, as applicable, as amended and in effect, of such Person, the bylaws, regulations, operating agreement, or agreement of limited partnership, as applicable, as amended and in effect, of such Person (or, in each case, that the same have not changed since the most recent certified copies thereof delivered to the Administrative Agent in connection with the initial Advance under the Credit Agreement or any amendments thereto) and the resolutions adopted by the Board of Directors, general partner, requisite members or mangers, as applicable, of such Person, (1) authorizing the execution, delivery and performance by such Person of the Loan Documents to which it is or will be a party and, as to the Borrower, the Advances to be made hereunder, and (2) authorizing Responsible Officers of such Person to negotiate, execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, any agreement contemplated by this Agreement, and (B) the incumbency and specimen signatures of the Responsible Officers of such Person executing any documents on its behalf and (ii) of a Responsible Officer of the Borrower certifying (which certification shall be deemed to be a representation and warranty by the Borrower for all purposes of the Credit Agreement), (A) that there has been no change in the businesses or financial condition of such Person which would reasonably be expected to have a Material Adverse Effect since December 31, 2006, (B) that the representations and warranties contained herein and set forth in Article VI of the Loan Credit Agreement and the Other Documents, as each is amended hereby, shall be representations and warranties set forth in the Security Documents are true and correct in all material respects as of the date hereof, and as if such representations and warranties were made on on, the date hereof; Effective Date (c) Each document (including any Uniform Commercial Code financing statement) required by the Loan Agreement, any related agreement or under law or reasonably requested by the Agent unless such representation and warranty expressly relates to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requestedan earlier date), and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; Sixth Amendment 009125.0135:495627.5 (dC) No that no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated hereby, including the consummation of the 7-Eleven Acquisition and the issuance of the additional Permanent Securities; (c) a favorable, signed opinions addressed to the Administrative Agent and the Lenders from Vxxxxx & Exxxxx L.L.P., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (d) the Administrative Agent shall have received the payment for the Administrative Agent and the Lenders, as applicable, of all fees and expenses agreed upon by such parties and the Borrower to be payable on or prior to the Effective Date, including the fees described in existence after giving effect to this AmendmentSection 5 below; (e) All fees certificates of appropriate public officials as to the existence, good standing and, if material, qualification to do business as a foreign corporation, as applicable, of the Loan Parties and expenses due and owing by Borrowers to Agent shall have been paid their respective Subsidiaries, in full; andeach jurisdiction in which the ownership of their properties or the conduct of their business requires such qualifications; (f) All corporate proceedings taken a solvency certificate, in connection with form and substance reasonably satisfactory to Administrative Agent, executed by the transactions contemplated by this Amendment chief financial officer of the Borrower certifying as to the solvency of each Loan Party before and all documentsafter giving effect to the 7-Eleven Acquisition, instruments the making of the first Advance after the Effective Date and other legal matters incident thereto shall be the application of proceeds thereof; (g) evidence reasonably satisfactory to the Agent that the Borrower has received all material governmental, shareholder and third party consents and/or approvals necessary to effect the 7-Eleven Acquisition, expiration of all applicable waiting periods without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on any of the Borrower and its legal counselSubsidiaries, or the 7-Eleven Acquisition, or that could seek to restrain or threaten any of the foregoing, and the absence of any applicable law or regulation which in the reasonable judgment of the Administrative Agent could have such material adverse conditions or effect; (h) such other consents, approvals, opinions or documents as the Administrative Agent may reasonably request.

Conditions of Effectiveness of Amendment. The effectiveness of this Amendment is subject to the expressly conditioned upon satisfaction of each of the following conditions precedent, unless specifically waived in writing by the Agent: (a) The Agent shall have received the following documents or items, each in form and substance satisfactory to the Agent and its legal counsel: (1) this Amendment, duly executed by each Borrower; and (2) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) A. The representations and warranties of the Borrower contained herein in Article V of the Credit Agreement shall be true and in accurate on the Loan Agreement date hereof with the same effect as though such representations and the Other Documentswarranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, as each is amended hereby, which representations and warranties shall be true and correct in all material respects on and as of the date hereofspecific dates or times referred to therein), as if made on and the date hereof; (c) Each document (including any Uniform Commercial Code financing statement) required by Borrower and the Guarantors shall have performed and complied with all covenants and conditions under the Loan Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, Documents and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating theretohereof; Sixth Amendment 009125.0135:495627.5 (d) No Default or no Event of Default or Potential Default under the Credit Agreement and the other Loan Documents shall have occurred and be continuing or shall exist other than those specific Events of Default and Potential Defaults which have been expressly waived by the Banks; and an Authorized Officer shall have delivered to the Agent for the benefit of each Bank a duly executed certificate dated the date hereof certifying as to the items in this Section 5.A. B. There shall be delivered to the Agent for the benefit of each Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of the Borrower and each Guarantor, certifying as appropriate as to: (a) all action taken by such party in existence after giving effect to connection with this AmendmentAmendment and the other Loan Documents; (eb) All fees the names of the officer or officers authorized to sign this Amendment and expenses due the other documents executed and owing by Borrowers delivered in connection herewith and described in this Section 5 and the true signatures of such officer or officers and, in the case of the Borrower, specifying the Authorized Officers permitted to act on behalf of the Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent shall have been paid in fulland each Bank may conclusively rely; and (fc) copies of its organizational documents, including its certificate of incorporation and bylaws if it is a corporation, its certificate of partnership and partnership agreement if it is a partnership, and its certificate of organization and limited liability company operating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower and each Guarantor in each state where organized; provided that the Borrower and each of the Guarantors may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Borrower and the Guarantors to the Agent on May 5, 1998, remain in effect and have not been amended. C. The Borrower shall pay or cause to be paid the amendment fee described in Section 4 above and all other costs and expenses accrued through the date hereof and the costs and expenses of the Agent and the Banks including, without limitation, reasonable fees of the Agent's counsel. D. All corporate consents required to effectuate the transactions contemplated hereby shall have been obtained and copies thereof shall have been delivered to the Agent for the benefit of the Banks. E. On the date hereof there shall have been no Material Adverse Change, and since January 1, 2000, no Material Adverse Change shall have occurred with respect to the operations or financial condition of the Borrower or any of its Significant Subsidiaries. F. On the date hereof no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, the Credit Agreement, or any Loan Documents or the consummation of the transactions contemplated hereby or which, in the Agent's reasonable discretion, could result in a Material Adverse Change. G. Each of the Guarantors, by its execution below of this Amendment, hereby confirms its continuing obligations under the Guaranty Agreement, and each of the Guarantors hereby confirms its continuing obligations under the Guaranty by execution and delivery of this Amendment. Each of the Guarantors represents and warrants that it is a party the Guaranty Agreement, either by execution of the Guaranty Agreement or by joinder to the Guaranty Agreement in accordance with the provisions of Section 10.18 of the Credit Agreement. H. All legal details and proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be in form and substance satisfaction to the Agent, the Agent shall have received from the Borrower and the Required Banks an executed original of this Amendment and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Agent and its legal counselAgent.

Conditions of Effectiveness of Amendment. The effectiveness This Amendment shall become effective as of this Amendment is subject the date first written above when, and only when, on or prior to the satisfaction of Current Termination Date, the following conditions precedent, unless specifically waived in writing by the AgentAdministrative Agent shall have received: (a) The Agent shall have received the following documents or items, each in form counterparts of this Amendment and substance satisfactory to the Agent and its legal counsel: (1) this Amendment, duly Restatement executed by each Borrower; and (2) all other documents Agent may reasonably request with respect to any matter relevant the Company and Lenders that consent to this Amendment or and Restatement representing at least 85% of the transactions contemplated hereby.Commitments (after giving effect to any adjustments to the Commitments under Section 2); (b) The opinions of counsel to the Company substantially in the forms of Exhibit A-1 and Exhibit A-2 and as to such other matters as any Lender through the Administrative Agent may reasonably request; (c) promissory notes, if requested by any Lender pursuant to Section 2.06; (d) certified copies of the resolutions of the Board of Directors of the Company approving this Amendment and Restatement, and of all documents evidencing other necessary corporate action and governmental approvals, including the FPSC Order, with respect to this Amendment and Restatement; (e) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the date hereof, certifying the names and true signatures of the officers of the Company authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder; (f) a certificate of a Responsible Officer of the Company, dated as of the date hereof, certifying (i) the accuracy of the representations and warranties contained herein and in (ii) that no event has occurred and is continuing which constitutes an Event of Default or which would constitute an Event of Default but for the Loan Agreement and the Other Documentsrequirement that notice be given or time elapse, as each is amended hereby, shall be true and correct in all material respects as of the date hereof, as if made on the date hereofor both; (cg) Each document (including any Uniform Commercial Code financing statement) certified copies of all required by the Loan Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, governmental approvals and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; Sixth Amendment 009125.0135:495627.5 (d) No Default or Event of Default shall have occurred and be continuing or shall be in existence after giving effect to this Amendmentauthorizations; (eh) All fees certified copy of the restated charter and expenses due and owing by Borrowers to Agent shall have been paid bylaws of the Company; (i) a favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, substantially in fullthe form of Exhibit D hereto; and (fj) All corporate proceedings taken either (i) the Commitment of, and all outstanding Loans made by, any Declining Lender shall have been assigned to one or more Increasing Commitment Lenders in connection accordance with the transactions contemplated by this Amendment provisions of Section 8.07 of the Existing Agreement pursuant to an Assignment and Acceptance in substantially the form of Exhibit B to the Existing Agreement or (ii) such Commitment shall have been terminated and all documents, instruments and other legal matters incident thereto such Loans shall be satisfactory to the Agent and its legal counselhave been repaid in full.

Conditions of Effectiveness of Amendment. The satisfaction of each of the following, unless waived or deferred by Lender, in its sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the AgentAmendment: (a) The Agent Lender shall have received the following documents or items, each in form and substance satisfactory to the Agent and its legal counsel: four (14) copies of this Amendment, duly Amendment executed by each Borrower; and (2) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or of the transactions contemplated hereby.parties hereto; (b) The representations and warranties contained herein and in this Amendment, the Loan Agreement Agreement, and the Other Documents, as each is amended hereby, Financing Documents shall be true and correct in all material respects on and as of the date hereof, as if though made on such date (except to the date hereofextent such representations and warranties expressly relate solely to an earlier date); (c) Each document (including any Uniform Commercial Code financing statement) required by the Loan AgreementAfter giving effect to this Amendment, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; Sixth Amendment 009125.0135:495627.5 (d) No no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall any Default or shall be Event of Default result from the consummation of the transactions contemplated herein; (d) All costs, fees and expenses of the Lender incurred to date in existence after giving effect to connection with the Loan Agreement and this Amendment, including, without limitation, attorneys’ fees, shall have been paid by Borrower; (e) All fees and expenses due and owing by Borrowers to Agent No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been paid issued and remain in fullforce by any court or other governmental authority against Borrower or Lender; (f) Lender shall have received evidence that Borrower received cash consideration (after the payment of any transaction expenses payable at the closing of the transactions contemplated by the Citrix Equity Investment) of at least $4,984,999.20, representing the proceeds of the Citrix Equity Investment, and executed copies of all documentation with respect thereto; (g) Lender shall have received a waiver executed by Bank Leumi, in form and substance satisfactory to Lender, pursuant to which Bank Leumi shall waive any and all rights that it may have to declare an event of default or demand immediate repayment of any loan or credit arising as a result of the failure by GlassHouse Israel to fulfill its obligations set forth in Section 3 of the Bank Leumi Agreement; (h) Lender shall have received a waiver executed by the First Lien Lender, in form and substance satisfactory to Lender, pursuant to which the First Lien Lender has waived any and all defaults and events of default existing as of the date hereof and arising under the First Lien Credit Documents or the Intercreditor Agreement; and (fi) All corporate proceedings taken Lender shall have received a waiver executed by Sigma Partners 6, L.P. (“Sigma”), in connection with the transactions contemplated by this Amendment form and substance satisfactory to Lender, pursuant to which Sigma has waived any and all documents, instruments defaults and other legal matters incident thereto shall be satisfactory to events of default existing as of the Agent date hereof and its legal counselarising under the Note Purchase Agreement.

Conditions of Effectiveness of Amendment. The effectiveness of this Amendment is subject amendments to the satisfaction Existing Agreement set forth in Section 1 hereof, and the consents of the following conditions precedentLenders set forth in Section 2 hereof, unless specifically waived shall become effective as of the first date (the “Effective Date”) on or after the date hereof (but in writing by any event no later than December 30, 2011) on which the Agent: (a) The Administrative Agent shall have received (a) counterparts of this Amendment executed by each Borrower, the Required Lenders, the Administrative Agent and the Collateral Agent, (b) evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the transactions contemplated by the LLC Interest Reorganization Documents and that certain Purchase Agreement, dated as of September 7, 2011 (as amended, supplemented or otherwise modified, the “Purchase Agreement”), by and between FirstEnergy Ventures and WMB Marketing, as xxxxxxx, Xxxxxx Group Ltd., a Cyprus company, as buyer, WMB and WMB II, have been consummated in accordance with the terms thereof, and (c) all of the following documents or itemsdocuments, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents) (except as otherwise specified below), in form and substance satisfactory to the Agent and its legal counselAdministrative Agent: (1i) counterparts of the Amended and Restated Pledge Agreement signed on behalf of Global Mining Holding, Global Mining Group and the Collateral Agent, together with (A) all documents, instruments and filings creating or perfecting the Liens of the Amended and Restated Pledge Agreement; (B) certificates (if any) representing the Equity Interests of Global Mining Holding and Global Mining Group in the Borrowers, accompanied by instruments of transfer and stock powers endorsed in blank; and (C) all other documents and instruments required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Amended and Restated Pledge Agreement; (ii) counterparts of Amendment No. 1 and Joinder to Guaranty, in the form attached hereto as Exhibit C (the “Guaranty Amendment”), signed on behalf of FirstEnergy, Global Mining Group, WMB, WMB II, Global Mining Holding, the Required Lenders, the Administrative Agent and the Collateral Agent; (iii) counterparts of the Assignment and Assumption Agreement, in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”, and together with this Amendment, the Amended and Restated Pledge Agreement and the Guaranty Amendment, the “Amendment Documents”), signed on behalf of FirstEnergy Ventures, WMB II and Global Mining Holding; (iv) the consent of each Guarantor and Pledgor (as such terms are defined in the Amended Agreement), in the form attached hereto as Exhibit A, duly executed by an authorized officer of each such Person, (v) Uniform Commercial Code, tax and judgment lien searches as to the Borrowers, Global Mining Group and Global Mining Holding in the State of Delaware, each as of a recent date; (vi) favorable written opinions (each addressed to the Administrative Agent, the Collateral Agent and the Lenders) of (A) Akin Gump Xxxxxxx Xxxxx & Xxxx, LLP, New York counsel for the Loan Parties, (B) Xxxxxx X. Xxxxxxx, Vice President, Legal for FirstEnergy Service Company, counsel to FirstEnergy and FirstEnergy Ventures, and (C) Xxxxxx, Halter & Xxxxxxxx LLP, counsel to WMB and WMB II. The Borrowers hereby request such counsel to deliver such opinions; (vii) (A) certified copies of the resolutions of the board of directors (or other equivalent body) of each Borrower; , each Guarantor (as defined in the Amended Agreement) and each Pledgor (as defined in the Amended Agreement) (collectively, the “Amendment Parties” and , individually, an “Amendment Party”) authorizing the execution, delivery and performance of each Amendment Document to which it is a party, (2B) certified copies of the organizational documents (including any certificate of formation, certificate of incorporation, operating agreement, or by-laws, as the case may be) of each Amendment Party and all amendments thereto, (C) a certificate for each Amendment Party certifying the name, incumbency and signature of each individual authorized to execute the Amendment Documents to which it is a party and the other documents Agent may reasonably request or certificates to be delivered pursuant hereto or thereto, and (D) good standing certificates with respect to any matter relevant each Amendment Party issued no earlier than ten (10) days prior to the Effective Date; (viii) certified copies of the LLC Interest Reorganization Documents, the Purchase Agreement (together with all amendments thereto) and all documents executed and delivered pursuant to the terms thereof; (ix) a certificate executed by a Financial Officer, the President or a Vice President of each Borrower (the statements in which shall be true) certifying that: (A) after giving effect to this Amendment or and the transactions contemplated hereby. (b) The , the representations and warranties of the Amendment Parties contained herein and in this Amendment, the Loan Agreement other Amendment Documents and the Other Documentsother Loan Documents are true and correct in all material respects on and as of the Effective Date as though made on and as of such date (other than any such representations and warranties that expressly relate solely to an earlier date, as each is amended hereby, shall be in which case they were true and correct in all material respects as of the date hereof, as if made on the date hereof;such earlier date); and (cB) Each document (including any Uniform Commercial Code financing statement) required by the Loan Agreement, any related agreement no event has occurred and is continuing that constitutes a Default or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor an Event of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requestedDefault, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; Sixth Amendment 009125.0135:495627.5 (d) No no Default or Event of Default shall have occurred and be continuing would result from the execution, delivery or shall be in existence after giving effect to performance of this Amendment; (e) All fees and expenses due and owing by Borrowers to Agent shall have been paid in full; and (f) All corporate proceedings taken in connection with Amendment or the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Agent and its legal counselhereby.

Conditions of Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Agent: (a) The Agent shall have received the following documents or items, each in form and substance satisfactory to the Agent and its legal counsel: (1) this Amendment, duly executed by each Borrower; and (2) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby.; (b) The representations and warranties contained herein and in the Loan Agreement and the Other Documents, as each is amended hereby, shall be true and correct in all material respects as of the date hereof, as if made on the date hereof; (c) Each document (including any Uniform Commercial Code financing statement) required by the Loan Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; Sixth Amendment 009125.0135:495627.5; (d) No Default or Event of Default shall have occurred and be continuing or shall be in existence after giving effect to this Amendment; (e) All fees and expenses due and owing by Borrowers to Agent shall have been paid in full; and (f) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Agent and its legal counsel.. Fourth Amendment 009125.0135\479564