Common use of Obligors Clause in Contracts

Obligors. 1.1 A copy of the constitutional documents of each Obligor or confirmation from an authorised officer of each Obligor that its constitutional documents a copy of which was provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that date. 1.2 A copy of a resolution of the board of directors of each Obligor: (a) approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a Party and resolving that such Obligor execute the Amendment Documents to which it is a Party; (b) authorising a specified person or persons to execute the Amendment Documents to which such Obligor is a Party on its behalf; and (c) authorising a specified person or persons, on such Obligor's behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Amendment Documents to which it is a Party. 1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above or confirmation from an authorised officer of each Obligor that the specimen signatures provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that date. 1.4 A list of the directors and the secretary of each Obligor, signed by the secretary or a director of such Obligor or confirmation from an authorised officer of each Obligor that the list of the directors and company secretary provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that date. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officer) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.7 Where any Amendment Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof.

Obligors. 1.1 Copies of each of the following: (a) A copy of the constitutional documents of each Obligor or, in the case of any such document, that Obligor's written confirmation, as at a date no earlier than the date of this Agreement, that such document has not been amended or confirmation from an authorised officer of each Obligor that its constitutional documents a copy of which varied since it was last provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateunder the Facility Agreement. 1.2 (b) A copy of a resolution of the board of directors of each Obligor: (ai) approving the terms of, transactions contemplated by this Agreement and the transactions contemplated by, the Amendment Documents to which it is a Party Facility Agreement and resolving that such Obligor it execute the Amendment Documents to which it is a PartyFacility Agreement and any amendments thereto; (bii) authorising a specified person or persons to execute the Amendment Documents to which such Obligor is a Party Facility Agreement on its behalfbehalf and any amendments thereto; and (ciii) authorising a specified person or persons, on such Obligor's its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor it under or in connection with the Amendment Facility Agreement and the Finance Documents to which it is a Partyparty. 1.3 (c) A specimen of the signature of each person authorised by the resolution resolutions referred to in paragraph 1.2 (b) above or confirmation from an authorised officer of each Obligor that the authorised signatories have not changed since their specimen signatures were last provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateunder the Facility Agreement. 1.4 A list of the directors and the secretary of each Obligor, signed by the secretary or a director of such Obligor or confirmation from an authorised officer of each Obligor that the list of the directors and company secretary provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that date. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officerd) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.7 Where any Amendment Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction (e) A certificate of the United States, copies authorised signatory of good standing certificates Sibanye Gold confirming as at the date of this Agreement that: (i) no Default has occurred or is continuing or will result from the applicable Governmental Authority for each execution of this Agreement and/or the Finance Documents (as the case may be) or, if a Default has occurred and is continuing, describing that Default and the steps being taken to remedy it; and (ii) the representations and warranties given by it under this Agreement and/or the Finance Documents (as the case may be) are correct in all respects or, if any such Obligor’s jurisdiction of incorporationrepresentation or warranty is not correct in all respects, organization or formation describing the relevant misrepresentation and in each jurisdiction in which it is qualified as a foreign corporation or other entity the steps being taken to do business, each dated a recent date prior to the date hereofremedy it.

Obligors. 1.1 (a) A copy of the constitutional documents of each Obligor (in relation to the Borrower, its deed of incorporation, articles of association and extract from the Dutch trade register (handelsregister)) or confirmation from a certificate of an authorised officer signatory of each Obligor certifying that its the constitutional documents a copy of which was provided previously delivered to the Agent on or about 26 November 2013 or, in respect for the purposes of ACML the Original Facility Agreement have not been amended and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateas at the date of this Agreement. 1.2 (b) A copy of a resolution of the board of directors or equivalent body of each ObligorObligor and the Former Guarantor: (ai) approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a Party this Agreement and resolving that such Obligor it execute the Amendment Documents to which it is a Partythis Agreement; (bii) authorising a specified person or persons to execute the Amendment Documents to which such Obligor is a Party this Agreement on its behalf; and; (ciii) authorising a specified person or persons, on such Obligor's its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by such Obligor it under or in connection with the Amendment New Finance Documents to which it is a Partyparty; and (iv) in relation to the Borrower: (A) stating that entering into this Agreement is allowed by the Borrower’s articles of association, and serves the best interest of the Borrower in the meaning of section 2:7 Dutch Civil Code (or equivalent legislation in its Relevant Jurisdiction if applicable), in form and substance acceptable to the Agent; (B) including a confirmation that it does not have a works council (ondernemingsraad); and (C) confirming that there is no conflict of interest or, if there is, that the general meeting of shareholders has not appointed any other person to act for the Borrower with regard to the transaction. 1.3 (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above or confirmation from an authorised officer of each Obligor that the specimen signatures provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that date(b) above. 1.4 A list of the directors and the secretary of each Obligor, signed by the secretary or a director of such Obligor or confirmation from an authorised officer of each Obligor that the list of the directors and company secretary provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that date. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officerd) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.7 Where any Amendment Document is executed under a power of attorney, the original or a certified (e) A copy of such power of attorney. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction resolution signed by all the holders of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and issued shares in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessGuarantor, each dated a recent date prior to approving the date hereofterms of, and the transactions contemplated by, this Agreement.

Obligors. 1.1 (a) A copy certificate addressed to the Lender from an authorised signatory of the New Parent certifying that: (i) no change or other variation has been made to the articles of association and memorandum (as appropriate) and other constitutional documents of each Obligor or confirmation from an authorised officer of each Obligor that its constitutional documents a copy of which was provided since they were last delivered to the Agent Lender on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 before the Effective Date; (ii) such documents remain in full force and effect and have effect; and (iii) there has been no change of name of any Obligor that has not previously been amended since that datenotified in writing to the Lender. 1.2 (b) A copy of a resolution of the board of directors of each ObligorObligor (other than the German Guarantor) entering into the Transaction Security Documents named at paragraph 2 (Finance Documents) below: (ai) approving the terms of, and the transactions contemplated by, by the Amendment Documents relevant Transaction Security Document to which it is a Party and resolving that such Obligor execute the Amendment Documents to which it is a Partyparty; (bii) authorising a specified person or persons to execute the Amendment Transaction Security Documents to which such Obligor it is a Party party on its behalf; and; (ciii) authorising a specified person or persons, on such Obligor's its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor it under or in connection with the Amendment Documents Transaction Security Documents; (iv) (where resolutions for that Obligor were not required to which it is a Partybe delivered pursuant to paragraph 1 of schedule 2 (Conditions Precedent)) ratifying the execution and delivery of this Agreement; and (v) in the case of the Spanish Guarantor, duly notarised before the Spanish notary public. 1.3 (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above or confirmation from an authorised officer 1(c) in relation to the Transaction Security Documents. (d) A copy of a resolution signed by all the holders of the issued shares in each Obligor entering into a Transaction Security Document, approving the terms of, and the transactions contemplated by, such Transaction Security Document to which it is a party. (e) A copy of a resolution of the board of directors of each corporate shareholder of each Obligor that approving the specimen signatures provided terms of the resolution referred to the Agent on or about 26 November 2013 orin paragraph 1(e). (f) Copies, in each case certified (beglaubigt) by a public notary or lawyer as of a recent date, of: (i) the commercial register extract (Handelsregisterausdruck); (ii) articles of association (Satzung) or partnership agreement (Gesellschaftsvertrag); (iii) any bye-laws; and (iv) a list of shareholders (Gesellschafterliste), of the German Obligor. (g) In respect of ACML and ACM2Lthe French Guarantor: (i) the K-Bis Extract (extrait K-Bis); (ii) non-Bankruptcy certificate (certificat de non faillite); and (iii) statement of encumbrances (état des inscriptions), 20 December 2013 remain in full force and effect and have not been amended since that date. 1.4 A list of the directors and the secretary of each Obligor, signed by the secretary or a director of such Obligor or confirmation from an authorised officer of each Obligor that the list of the directors and company secretary provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that date. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officer) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 is correct, complete and in full force and effect as at a date dated no earlier than 15 days prior to the date of this Agreement.on which the Conditions Subsequent are satisfied; and 1.7 Where any Amendment Document is executed under a power of attorney, the original or (iv) a certified copy of such power of attorneythe up-dated bye-laws. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof.

Obligors. 1.1 (a) A copy of the constitutional documents of each Obligor or confirmation the New Parent. (b) A certificate addressed to the Lender from an authorised officer signatory of the New Parent certifying that: (i) no change or other variation has been made to the articles of association and memorandum (as appropriate) and other constitutional documents of each Obligor that its constitutional documents a copy of which was provided (other than the New Parent) since they were last delivered to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 Lender as a condition precedent under the Original Facility Agreement; (ii) such documents remain in full force and effect and have effect; and (iii) there has been no change of name of any Obligor (other than the New Parent) that has not previously been amended since that datenotified in writing to the Lender. 1.2 (c) A copy of a resolution of the board of directors of each Obligorthe Existing Parent, the New Parent and Claire’s Accessories UK Limited: (ai) approving the terms of, and the transactions contemplated by, this Agreement and the Amendment Transaction Security Documents to be executed by that company in favour of the Lender and resolving that it execute this Agreement and such other Documents to which it is a Party and resolving that such Obligor execute the Amendment Documents to which it is a Partyparty; (bii) authorising a specified person or persons to execute the Amendment Documents to which such Obligor it is a Party party on its behalf; and (ciii) authorising a specified person or persons, on such Obligor's its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor it under or in connection with the Amendment Documents to which it is a PartyDocuments. 1.3 (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above or confirmation from an authorised officer 1(c) in relation to this Agreement and any other Document. (e) A copy of a resolution signed by all the holders of the issued shares in each Obligor (other than the French Guarantor), approving the terms of, and the transactions contemplated by, this Agreement and the other Documents to which it is a party. (f) A copy of a resolution of the board of directors of each Obligor that the specimen signatures provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that date. 1.4 A list of the directors and the secretary of each Obligor, signed by the secretary or a director of such Obligor or confirmation from an authorised officer of each Obligor that the list of the directors and company secretary provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that date. 1.5 A certificate corporate shareholder of each Obligor (other than the Swiss Guarantor and the French Guarantor) approving the terms of the resolution referred to in paragraph 1(e). (g) A certificate of the New Parent (signed by a director or other duly authorised officerdirector) addressed to the Lender confirming that entering into borrowing or guaranteeing or securing, as appropriate, the Amendment Documents Total Commitments (as defined in the Amended and performing its obligations under the Finance Documents Restated Facility Agreement) would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on such any Obligor to be exceeded. 1.6 (h) A certificate of addressed to the Lender from an authorised signatory of each Obligor (other than the French Guarantor) certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 schedule 2 is correcttrue, correct and complete and in full force and effect as at a date no earlier than the date of this AgreementEffective Date. 1.7 Where any Amendment Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof.

Obligors. 1.1 (a) A copy certificate of an authorised signatory of the Borrower and each Mexican Obligor certifying that the constitutional documents of each Obligor or confirmation from an authorised officer of each Obligor that its constitutional documents a copy of which was provided previously delivered to the Agent on or about 26 November 2013 or, in respect for the purposes of ACML the Facilities Agreement have not been amended and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateor a copy of its constitutional documents (certified by a notary public or otherwise authenticated). 1.2 (b) A copy of a resolution power of attorney (duly notarised before a Mexican notary public) containing authority for acts of administration and execution of negotiable instruments of the board of directors of Borrower and each Mexican Obligor: (a) , approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a Party this Agreement and resolving that such the Borrower (for itself and as Obligors’ Agent for each Obligor other than the Mexican Obligors) and each Mexican Obligor execute the Amendment Documents to which it is a Party; (b) this Agreement and/or authorising a specified person or persons to execute the Amendment Documents to which such Obligor is a Party this Agreement on its behalf; and, provided that a certificate of an authorised signatory of the Borrower and each Mexican Obligor confirming that the relevant power of attorney a copy of which was delivered to the Agent for the purposes of the Facilities Agreement has not been amended and remains in full force and effect may be provided instead of the power of attorney described in this paragraph. (c) authorising If not previously delivered to the Agent for the purposes of the Facilities Agreement, a specified person or persons, on such Obligor's behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Amendment Documents to which it is a Party. 1.3 A specimen of the signature of each person authorised by the resolution document referred to in paragraph 1.2 above or confirmation from an authorised officer of each Obligor that the specimen signatures provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that date(b) above. 1.4 A list of the directors and the secretary of each Obligor, signed by the secretary or a director of such Obligor or confirmation from an authorised officer of each Obligor that the list of the directors and company secretary provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that date. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officerd) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of the Borrower and each Obligor Mexican Obligor: (i) confirming that the power of attorney in favour of the Process Agent and any appointment and acceptance letter previously delivered to the Agent for the purposes of the Facilities Agreement have not been amended and remain in full force and effect or attaching a power of attorney (duly notarised before a Mexican notary public) in favour of the Process Agent, together with any necessary appointment and acceptance letter; and (ii) certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.7 Where any Amendment Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof.

Obligors. 1.1 (a) A copy of the constitutional documents and if applicable, statutory registers of each Obligor (or confirmation from a certificate of an authorised officer signatory of each Obligor certifying that its the constitutional documents a copy of which was provided and, if applicable, statutory registers previously delivered to the Agent on or about 26 November 2013 or, in respect for the purposes of ACML the Third Amendment Deed have not been amended and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateeffect). 1.2 (b) A copy of (or a copy of a certified true extract of) a resolution of the board of directors of each Obligor: (ai) approving the terms of, and the transactions contemplated by, this Deed and (in the Amendment Documents to which it is a Party case of the Borrower) the Third Side Letter and resolving that such Obligor it execute this Deed and (in the Amendment Documents to which it is a Partycase of the Borrower) the Third Side Letter; (bii) authorising a specified person or persons to execute this Deed and (in the Amendment Documents to which such Obligor is a Party case of the Borrower) the Third Side Letter on its behalf; and (iii) in the case of the Guarantor, resolving that it is in the best interests of the Guarantor to enter into the transactions contemplated by this Deed. (c) authorising a specified person or persons, on such Obligor's behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Amendment Documents to which it is a Party. 1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 (b) above or confirmation from an authorised officer of each Obligor that (to the specimen signatures provided extent not already delivered to the Agent on for the purposes of the Original Facility Agreement or about 26 November 2013 orthe Third Amendment Deed, provided that where it is so delivered for the purposes of the Original Facility Agreement or the Third Amendment Deed, the certificate referred to in respect of ACML paragraph (e) shall confirm that such specimen(s) so delivered remain(s) correct, complete and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateeffect). 1.4 (d) A list copy of the directors and the secretary (or a copy of each Obligor, a certified true extract of) a resolution signed by the secretary or a director Borrower as the holder of such Obligor or confirmation from an authorised officer of each Obligor that all the list of issued shares in the directors Guarantor, approving the terms of, and company secretary provided to the Agent on or about 26 November 2013 ortransactions contemplated by, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that datethis Deed. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officere) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this AgreementDeed. 1.7 Where any Amendment Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies (f) A certificate of good standing certificates from issued by the applicable Governmental Authority for each such Obligor’s jurisdiction Registrar of incorporation, organization or formation and Companies in each jurisdiction the Cayman Islands in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to respect of the date hereofBorrower.

Obligors. 1.1 (a) A copy of the constitutional documents of each Obligor or confirmation from an authorised officer of each Obligor that its constitutional documents a copy of which was provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateObligor. 1.2 (b) A copy of a resolution of the board of directors of each Obligor: (ai) approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a Party this Agreement and resolving that such Obligor it execute the Amendment Documents to which it is a Partythis Agreement; (bii) authorising a specified person or persons to execute the Amendment Documents to which such Obligor is a Party this Agreement on its behalf; and (ciii) authorising a specified person or persons, on such Obligor's its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor it under or in connection with the Amendment Documents to which it is a Partythis Agreement. 1.3 (c) A specimen of the signature of each person authorised by the resolution resolutions referred to in paragraph 1.2 above or confirmation from an authorised officer of each Obligor that the specimen signatures provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that date(b) above. 1.4 (d) A list certificate from a Responsible Officer of the directors Borrower certifying that, as at the Effective Date: (i) the statement set out in paragraph 4 (No Litigation) below is true and the secretary of each Obligor, signed by the secretary or a director of such Obligor or confirmation from an authorised officer of each Obligor that the list of the directors and company secretary provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that date.correct; 1.5 A certificate of each Obligor (signed by a director or other duly authorised officerii) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it an Obligor specified in this paragraph 1 of Schedule 1 3 (Conditions Precedent to the Effective Date) is correct, complete and in full force and effect as at the Effective Date; (iii) all representations and warranties of the Obligors contained in the Finance Documents are true, correct and complete in all respects; (iv) none of the Obligors is in violation of any of the covenants contained in the Finance Documents to which it is a date party save as set out in the Finance Documents; and (v) after giving effect to the transactions contemplated by the Finance Documents, no earlier than the Default or Event of Default has occurred and is continuing. (e) Certificates as of a recent date of this Agreement. 1.7 Where any Amendment Document is executed under a power the good standing of attorney, the original or a certified copy of such power of attorney. 1.8 For each Obligor organised in or under the laws of its jurisdiction of organisation and, to the extent requested by the BPIFAE Agent, each other jurisdiction where such Obligor is qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof.

Obligors. 1.1 (a) A copy of the constitutional documents and if applicable, statutory registers of each Obligor (or confirmation from a certificate of an authorised officer signatory of each Obligor certifying that its the constitutional documents a copy of which was provided and, if applicable, statutory registers previously delivered to the Agent on or about 26 November 2013 or, in respect for the purposes of ACML the Initial Facility Agreement and/or the Amendment and ACM2L, 20 December 2013 Syndication Agreement have not been amended and remain in full force and effect and have not been amended since that dateeffect). 1.2 (b) A copy of (or a copy of a certified true extract of) a resolution of the board of directors of each Obligor: (ai) approving the terms of, and the transactions contemplated by, this Agreement and (in the Amendment Documents to which it is a Party case of the Borrower) the Second Side Letter and resolving that such Obligor it execute this Agreement and (in the Amendment Documents to which it is a Partycase of the Borrower) the Second Side Letter; (bii) authorising a specified person or persons to execute this Agreement and (in the Amendment Documents to which such Obligor is a Party case of the Borrower) the Second Side Letter on its behalf; and (iii) in the case of the Guarantor, resolving that it is in the best interests of the Guarantor to enter into the transactions contemplated by this Agreement. (c) authorising a specified person or persons, on such Obligor's behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Amendment Documents to which it is a Party. 1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 (b) above or confirmation from an authorised officer of each Obligor that (to the specimen signatures provided extent not already delivered to the Agent on or about 26 November 2013 orfor the purposes of the Initial Facility Agreement, provided that where it is so delivered for the purposes of the Initial Facility Agreement, the certificate referred to in respect of ACML paragraph (e) shall confirm that such specimen(s) so delivered remain(s) correct, complete and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateeffect). 1.4 (d) A list copy of the directors and the secretary (or a copy of each Obligor, a certified true extract of) a resolution signed by the secretary or a director Borrower as the holder of such Obligor or confirmation from an authorised officer of each Obligor that all the list of issued shares in the directors Guarantor, approving the terms of, and company secretary provided to the Agent on or about 26 November 2013 ortransactions contemplated by, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that datethis Agreement. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officere) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of the each Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.7 Where any Amendment Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies (f) A certificate of good standing certificates from issued by the applicable Governmental Authority for each such Obligor’s jurisdiction Registrar of incorporation, organization or formation and Companies in each jurisdiction the Cayman Islands in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to respect of the date hereofBorrower.

Obligors. 1.1 (a) A copy of the constitutional documents and, if applicable, statutory registers of each Obligor (or confirmation from a certificate of an authorised officer signatory of each Obligor certifying that its the constitutional documents a copy of which was provided and, if applicable, statutory registers previously delivered to the Agent on or about 26 November 2013 or, in respect for the purposes of ACML the Original Facility Agreement have not been amended and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateeffect). 1.2 (b) A copy of (or a copy of a certified true extract of) a resolution of the board of directors of each Obligor: (ai) approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a Party this Deed and resolving that such Obligor it execute the Amendment Documents to which it is a Partythis Deed; (bii) authorising a specified person or persons to execute the Amendment Documents to which such Obligor is a Party this Deed on its behalf; and (iii) in the case of the Guarantor, resolving that it is in the best interests of the Guarantor to enter into the transactions contemplated by this Deed. (c) authorising a specified person or persons, on such Obligor's behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Amendment Documents to which it is a Party. 1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 (b) above or confirmation from an authorised officer of each Obligor that (to the specimen signatures provided extent not already delivered to the Agent on or about 26 November 2013 orfor the purposes of the Original Facility Agreement, provided that where it is so delivered for the purposes of the Original Facility Agreement, the certificate referred to in respect of ACML paragraph (e) shall confirm that such specimen so delivered remains correct, complete and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that dateeffect). 1.4 (d) A list copy of the directors and the secretary (or a copy of each Obligor, a certified true extract of) a resolution signed by the secretary or a director Borrower as the holder of such Obligor or confirmation from an authorised officer of each Obligor that all issued shares in the list of Guarantor, approving the directors terms of, and company secretary provided to the Agent on or about 26 November 2013 ortransactions contemplated by, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that datethis Deed. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officere) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.6 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this AgreementDeed. 1.7 Where any Amendment Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.8 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies (f) A certificate of good standing certificates from issued by the applicable Governmental Authority for each such Obligor’s jurisdiction Registrar of incorporation, organization or formation and Companies in each jurisdiction the Cayman Islands in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to respect of the date hereofBorrower.

Obligors. 1.1 (a) A copy of the constitutional documents of the Additional Obligor including in relation to a Dutch Obligor, a recent extract from the Dutch trade register (handelsregister) relating to it, and for each French Obligor or confirmation from an authorised officer of each Obligor that its constitutional documents a copy of which was provided to the Agent on or about 26 November 2013 orExtrait K-bis, in respect of ACML Certificat de non-faillite and ACM2LEtat des inscriptions, 20 December 2013 remain in full force and effect and have not been amended since that datemore than 10 days old. 1.2 A (b) If required under applicable law or practice, a copy of a resolution of the board of directors (or equivalent) of each the Additional Obligor: (ai) approving the terms of, and the transactions contemplated by, the Amendment Accession Letter and Finance Documents to which it is a Party party and resolving that such Obligor execute it execute, deliver and perform the Amendment Accession Letter and any other Finance Documents to which it is a Partyparty; (bii) authorising a specified person or persons to execute the Amendment Accession Letter and other Finance Documents to which such Obligor it is a Party party on its behalf; and; (ciii) authorising a specified person or persons, on such Obligor's its behalf, to sign and/or despatch all documents and notices (including, if relevant, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by such Obligor it under or in connection with the Amendment Finance Documents to which it is a Partyparty; and (iv) authorising the Company to act as its agent in connection with the Finance Documents. 1.3 (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 (b) above or confirmation from an authorised officer of each Obligor that the specimen signatures provided in relation to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remain in full force and effect and have not been amended since that date. 1.4 A list of the directors and the secretary of each Obligor, signed by the secretary or a director of such Obligor or confirmation from an authorised officer of each Obligor that the list of the directors and company secretary provided to the Agent on or about 26 November 2013 or, in respect of ACML and ACM2L, 20 December 2013 remains in full force and effect and has not been amended since that date. 1.5 A certificate of each Obligor (signed by a director or other duly authorised officer) confirming that entering into the Amendment Documents and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceededand related documents. 1.6 (d) If required under applicable law, a copy of a resolution signed by all the holders of the issued shares in the Additional Obligor (which are members of the Group), approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. (e) A certificate of an authorised signatory of each the Additional Obligor certifying that each copy document relating to it specified in this paragraph 1 Part III of Schedule 1 2 is correct, complete and in full force and effect as at a date no earlier than the date and has not been amended or superseded and there has not been any breach of this Agreementguaranteeing or borrowing restrictions. 1.7 Where any Amendment Document is executed under (f) In respect of a power Dutch Obligor, if required, a copy of attorneya resolution of its general meeting of shareholders or board of supervisory directors (if any) approving its execution and the terms of, and the transactions contemplated by, the original Finance Documents (and, if applicable, appointing one or more authorised persons to represent the relevant Dutch Obligor in case of a certified copy conflict of such power interest) and of attorneya concurring unconditional advice of any works council or union which has advisory rights in respect of the transactions contemplated in the Finance Documents. 1.8 For (g) If such Additional Obligor is a US Obligor, a certificate as to the existence and good standing (including verification of tax status, if available) of the US Obligor from the appropriate governmental authorities in such US Obligor's jurisdiction of organisation and in each other jurisdiction where such US Obligor organised in or is qualified to do business in (if any) and where the failure to be so qualified would have a jurisdiction Material Adverse Effect on such US Obligor. (h) If such Additional Obligor is a US Obligor, a solvency certificate. (i) In the case of US Obligors, control agreements with respect to deposit accounts as required by the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereofrelevant Transaction Security Document.