Common use of Transactions, etc Clause in Contracts

Transactions, etc. (i) Any description of any Loan Document, any OBS Loan Document or any fees, costs or expenses to be paid to the Agents or the Lenders in connection with the Transactions in any Amended Plan Document shall not have been filed or served without the Administrative Agent’s prior consent. All other portions of each Amended Plan Document shall be in form and substance consistent with the Commitment Letter and otherwise reasonably satisfactory to the Administrative Agent, and no provision of any Amended Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is adverse to the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless the Administrative Agent shall have so consented in writing. Holdings shall have provided to the Administrative Agent a copy of the Amended Plan Documents at least two Business Days prior to filing such Amended Plan Documents with the Bankruptcy Court. (ii) The Bankruptcy Court shall have entered an order confirming the Amended Reorganization Plan for the Debtors (the “Confirmation Order”), which Confirmation Order shall be in form and substance reasonably acceptable to the Administrative Agent, and shall have become a Final Order (provided, however, that the Administrative Agent may, in its sole discretion, waive or modify any requirement that the Confirmation Order be a Final Order). Among other things, the Confirmation Order (A) shall authorize and approve the incurrence of the Revolving Commitments and Term Loans hereunder and the funding of loans and incurrence of commitments under the OBS Credit Agreement and all other transactions contemplated by the Commitment Letter and Fee Letter, (B) shall make specific findings that the Agents and the Lenders acted in good faith in connection with such transactions, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that the Administrative Agent determines in good faith is adverse to the rights or interests of any or all of the Agents and the Lenders or their respective Affiliates unless the Administrative Agent has so consented in writing. Without limiting the general applicability of the immediately preceding sentence, the Confirmation Order, together with such other orders as have been entered by the Bankruptcy Court on or prior to the Closing Date in aid of consummation of the Amended Reorganization Plan, shall provide in substance that (I) on or before the applicable Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan), the Loan Parties are authorized to enter into documentation evidencing the transactions contemplated by the Loan Documents reasonably acceptable to the Administrative Agent and the Loan Parties and to grant Liens and security interests of the priority required by this Agreement to the applicable Secured Parties in substantially all of their assets, and such documents, liens and security interests are approved, (II) all fees and reasonable and documented costs and expenses paid or to be paid by Holdings, the Administrative Borrower and OBS to the Agents and the Lenders in connection with the transactions contemplated by the Loan Documents and the OBS Credit Agreements are ratified and approved as allowed administrative claims under Sections 503(b) and 507(a)(2) of the Bankruptcy Code and any such unpaid fees, costs and expenses shall be paid when due under the Commitment Letter, the Fee Letter, the Loan Documents and the OBS Credit Agreements, and may not be disgorged and (iii) notwithstanding anything in the Amended Reorganization Plan to the contrary, the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order shall not extend to the enforcement of the documentation with respect to the Loan Documents and the OBS Credit Agreements or any rights or remedies relating thereto after the Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan). All conditions precedent to the effectiveness of the Amended Reorganization Plan (other than the occurrence of the Closing Date and any other conditions that are to be satisfied simultaneously with the occurrence of the Closing Date) shall have been satisfied or duly waived (provided, that any such waiver does not adversely affect the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless it shall have been consented to by the Administrative Agent), and contemporaneously with the initial Credit Extension, the Amended Reorganization Plan shall become effective, and all transactions contemplated by the Amended Reorganization Plan to be consummated on the Amended Reorganization Plan’s Effective Date shall be consummated. (iii) The Rights Offering shall have been (or will substantially contemporaneously be) consummated in full on the Closing Date and Holdings shall have received or shall concurrently receive the cash proceeds therefrom in an aggregate amount equal to at least $1,510,000,000 and the terms and conditions of the Rights Offering (and the documentation with respect thereto) shall be in form and substance reasonably acceptable to the Administrative Agent. (iv) (I) The proceeds from the Rights Offering, together with (i) the proceeds of the Loans permitted to be incurred hereunder on the Closing Date, (ii) the proceeds of loans permitted to be incurred under the OBS Credit Agreements on the Closing Date and (iii) existing cash on hand of Holdings and its Subsidiaries on the Closing Date, will have been used or shall be concurrently used to repay in full, satisfy and discharge all of the Indebtedness and other obligations to be refinanced as part of (a) the Refinancing (including the DSF Loan Documents, the CEXIM Loan Documents and the Unsecured Credit Agreement), (b) the payment of the Administrative Expense Claims, the Priority Claims and Professional Fees Claims (each as defined in the Amended Reorganization Plan) and (c) the refinancing of any other pre-existing Indebtedness of Holdings and its Subsidiaries, in each case, to the extent provided in the Amended Reorganization Plan or the Confirmation Order (and for the avoidance of doubt, except any Indebtedness contemplated to remain outstanding or to be reinstated, in any such case, as set forth in the Amended Reorganization Plan) and to pay fees, costs and expenses incurred in connection with the Transactions and the OBS Credit Agreements, in each case, except as otherwise provided in the Amended Reorganization Plan, (II) all Liens and guarantees in connection with the Indebtedness to be refinanced as part of the Refinancing shall have been terminated and released (or arrangements made for such termination and release to occur promptly following the Closing Date), all to the reasonable satisfaction of the Administrative Agent, and (III) the Restricted Parties (on the Closing Date, after giving effect to the reorganization contemplated in the Amended Reorganization Plan) shall have no Indebtedness, Preferred Stock or other material liability issued or outstanding other than the Obligations and obligations under other Indebtedness, Preferred Stock and liabilities permitted hereunder, and, except for Permitted Liens, all Liens or security interests securing any Indebtedness or other liabilities of the Restricted Parties outstanding prior to the Closing Date, as applicable, shall have been terminated or released or shall be released in accordance with Section 5.15. (v) The Administrative Agent shall have received true and correct copies of (x) the Transaction Documents and the OBS Credit Agreements, (y) the Confirmation Order and (z) the “Notice of Projected Effective Date” (as required by Section 10.2(e) of the Amended Reorganization Plan). (vi) The Collateral Agent, for the benefit of the Secured Parties, shall have been granted (to the extent required on the Closing Date) First Priority Liens and security interests in the Collateral. (vii) Each of the Collateral Vessel Mortgages required to be recorded on the Closing Date shall have been executed and delivered to the Mortgage Trustee for submission to the appropriate ship registry of the applicable Acceptable Flag Jurisdiction for filing and recording and all actions reasonably necessary or advisable in connection therewith (and in connection with the other Collateral) shall have been taken; provided, that with respect to the Collateral Vessels secured by the CEXIM Loan Documents and the DSF Loan Documents (other than Excluded Vessels), such actions shall be taken upon the release of the security interests over such Collateral Vessels following the Closing Date pursuant to Section 5.15.

Transactions, etc. (i) Any description of any ABL Loan Document, any OBS OIN Loan Document or any fees, costs or expenses to be paid to the Agents or the Lenders in connection with the Transactions in any Amended Plan Document shall not have been filed or served without the Administrative Agent’s prior consent. All other portions of each Amended Plan Document shall be in form and substance consistent with the Commitment Letter and otherwise reasonably satisfactory to the Administrative Agent, and no provision of any Amended Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is adverse to the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless the Administrative Agent shall have so consented in writing. Holdings shall have provided to the Administrative Agent a copy of the Amended Plan Documents at least two Business Days prior to filing such Amended Plan Documents with the Bankruptcy Court. (ii) The Bankruptcy Court shall have entered an order confirming the Amended Reorganization Plan for the Debtors (the “Confirmation Order”), which Confirmation Order shall be in form and substance reasonably acceptable to the Administrative Agent, and shall have become a Final Order (provided, however, that the Administrative Agent may, in its sole discretion, waive or modify any requirement that the Confirmation Order be a Final Order). Among other things, the Confirmation Order (A) shall authorize and approve the incurrence of the Revolving Commitments and hereunder, the funding under the Term Loans hereunder Loan Documents and the funding of loans and incurrence of commitments under the OBS Credit Agreement OIN Loan Documents and all other transactions contemplated by the Commitment Letter and Fee Letter, (B) shall make specific findings that the Agents and the Lenders acted in good faith in connection with such transactions, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that the Administrative Agent determines in good faith is adverse to the rights or interests of any or all of the Agents and the Lenders or their respective Affiliates unless the Administrative Agent has so consented in writing. Without limiting the general applicability of the immediately preceding sentence, the Confirmation Order, together with such other orders as have been entered by the Bankruptcy Court on or prior to the Closing Date in aid of consummation of the Amended Reorganization Plan, shall provide in substance that (I) on or before the applicable Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan), the Loan Parties are authorized to enter into documentation evidencing the transactions contemplated by the ABL Loan Documents reasonably acceptable to the Administrative Agent and the Loan Parties and to grant Liens and security interests of the priority required by this Agreement to the applicable Secured Parties in substantially all of their assets, and such documents, liens and security interests are approved, (II) all fees and reasonable and documented costs and expenses paid or to be paid by Holdings, the Administrative Borrower and OBS OIN to the Agents and the Lenders in connection with the transactions contemplated by the ABL Loan Documents, the Term Loan Documents and the OBS Credit Agreements OIN Loan Documents are ratified and approved as allowed administrative claims under Sections 503(b) and 507(a)(2) of the Bankruptcy Code and any such unpaid fees, costs and expenses shall be paid when due under the Commitment Letter, the Fee Letter, the ABL Loan Documents and the OBS Credit AgreementsOIN Loan Documents, and may not be disgorged and (iii) notwithstanding anything in the Amended Reorganization Plan to the contrary, the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order shall not extend to the enforcement of the documentation with respect to the ABL Loan Documents and the OBS Credit Agreements OIN Loan Documents or any rights or remedies relating thereto after the Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan). All conditions precedent to the effectiveness of the Amended Reorganization Plan (other than the occurrence of the Closing Date and any other conditions that are to be satisfied simultaneously with the occurrence of the Closing Date) shall have been satisfied or duly waived (provided, provided that any such waiver does not adversely affect the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless it shall have been consented to by the Administrative Agent), and contemporaneously with the initial Credit Extension, the Amended Reorganization Plan shall become effective, and all transactions contemplated by the Amended Reorganization Plan to be consummated on the Amended Reorganization Plan’s Effective Date shall be consummated. (iii) (x) The Rights Offering shall have been (or will substantially contemporaneously be) consummated in full on the Closing Date and Holdings shall have received or shall concurrently receive the cash proceeds therefrom in an aggregate amount equal to at least $1,510,000,000 and the terms and conditions of the Rights Offering (and the documentation with respect thereto) shall be in form and substance reasonably acceptable to the Administrative AgentAgent and (y) the Loan Parties shall have entered, or shall concurrently enter, into the Term Loan Documents, which Term Loan Documents shall be or shall concurrently be in full force and effect and all the conditions precedent to the initial borrowing under the Term Loan Documents shall be satisfied or waived substantially concurrently with any initial funding hereunder and the Administrative Borrower shall have received or shall concurrently receive the Term Loans thereunder in an aggregate principal amount equal to $603,000,000. (iv) (I) The proceeds from the Rights Offering, together with (i) the proceeds of the Loans permitted to be incurred hereunder on the Closing Date, (ii) the proceeds of loans permitted to be incurred under the OBS OIN Credit Agreements Agreement on the Closing Date , (iii) the proceeds of the Term Loans permitted to be incurred under the Term Loan Credit Agreement on the Closing Date and (iiiiv) existing cash on hand of Holdings and its Subsidiaries on the Closing Date, will have been used or shall be concurrently used to repay in full, satisfy and discharge all of the Indebtedness and other obligations to be refinanced as part of (a) the Refinancing (including the DSF Loan Documents, the CEXIM Loan Documents and the Unsecured Credit Agreement), (b) the payment of the Administrative Expense Claims, the Priority Claims and Professional Fees Claims (each as defined in the Amended Reorganization Plan) and (c) the refinancing of any other pre-existing Indebtedness of Holdings and its Subsidiaries, in each case, to the extent provided in the Amended Reorganization Plan or the Confirmation Order (and for the avoidance of doubt, except any Indebtedness contemplated to remain outstanding or to be reinstated, in any such case, as set forth in the Amended Reorganization Plan) and to pay fees, costs and expenses incurred in connection with the Transactions and the OBS Credit AgreementsOIN Loan Documents, in each case, except as otherwise provided in the Amended Reorganization Plan, (II) all Liens and guarantees in connection with the Indebtedness to be refinanced as part of the Refinancing shall have been terminated and released (or arrangements made for such termination and release to occur promptly following the Closing Date), all to the reasonable satisfaction of the Administrative Agent, and (III) the Restricted Parties (on the Closing Date, after giving effect to the reorganization contemplated in the Amended Reorganization Plan) shall have no Indebtedness, Preferred Stock or other material liability issued or outstanding other than the Obligations and obligations under the Term Loan Documents, and other Indebtedness, Preferred Stock and liabilities permitted hereunderhereunder and under the Term Loan Documents, and, except for Permitted Liens, all Liens or security interests securing any Indebtedness or other liabilities of the Restricted Parties outstanding prior to the Closing Date, as applicable, shall have been terminated or released or shall be released in accordance with Section 5.15. (v) The Administrative Agent shall have received true and correct copies of (x) the Transaction Documents and the OBS Credit AgreementsOIN Loan Documents, (y) the Confirmation Order and (z) the “Notice of Projected Effective Date” (as required by Section 10.2(e) of the Amended Reorganization Plan). (vi) The Collateral Agent, for the benefit of the Secured Parties, shall have been granted (to the extent required on the Closing Date) First Priority (or, in the case of Term Loan Priority Collateral, Second Priority) Liens and security interests in the Collateral. (vii) Each of the Collateral Vessel Mortgages required to be recorded on the Closing Date shall have been executed and delivered to the Mortgage Trustee for submission to the appropriate ship registry of the applicable Acceptable Flag Jurisdiction National Vessel Documentation Center for filing and recording recording, and all actions reasonably necessary or advisable in connection therewith (and in connection with the other Collateral) shall have been taken; provided, that with respect to the Collateral Vessels secured by the CEXIM Loan Documents and the DSF Loan Documents (other than Excluded Vessels), such actions shall be taken upon the release of the security interests over such Collateral Vessels following the Closing Date pursuant to Section 5.15.

Transactions, etc. (i) Any description of any Loan Document, any OBS Loan Document or any fees, costs or expenses to be paid to the Agents or the Lenders in connection with the Transactions in any Amended Plan Document shall not have been filed or served without the Administrative Agent’s prior consent. All other portions of each Amended Plan Document shall be in form and substance consistent with the Commitment Letter and otherwise reasonably satisfactory to the Administrative Agent, and no provision of any Amended Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is adverse to the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless the Administrative Agent shall have so consented in writing. Holdings shall have provided to the Administrative Agent a copy of the Amended Plan Documents at least two Business Days prior to filing such Amended Plan Documents with the Bankruptcy Court. (ii) The Bankruptcy Court shall have entered an order confirming the Amended Reorganization Plan for the Debtors (the “Confirmation Order”), which Confirmation Order shall be in form and substance reasonably acceptable to the Administrative Agent, and shall have become a Final Order (provided, however, that the Administrative Agent may, in its sole discretion, waive or modify any requirement that the Confirmation Order be a Final Order). Among other things, the Confirmation Order (A) shall authorize and approve the incurrence of the Revolving Commitments and Term Loans hereunder and the funding of loans and incurrence of commitments under the OBS Credit Agreement and all other transactions contemplated by the Commitment Letter and Fee Letter, (B) shall make specific findings that the Agents and the Lenders acted in good faith in connection with such transactions, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that the Administrative Agent determines in good faith is adverse to the rights or interests of any or all of the Agents and the Lenders or their respective Affiliates unless the Administrative Agent has so consented in writing. Without limiting the general applicability of the immediately preceding sentence, the Confirmation Order, together with such other orders as have been entered by the Bankruptcy Court on or prior to the Closing Date in aid of consummation of the Amended Reorganization Plan, shall provide in substance that (I) on or before the applicable Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan), the Loan Parties are authorized to enter into documentation evidencing the transactions contemplated by the Loan Documents reasonably acceptable to the Administrative Agent and the Loan Parties and to grant Liens and security interests of the priority required by this Agreement to the applicable Secured Parties in substantially all of their assets, and such documents, liens and security interests are approved, (II) all fees and reasonable and documented costs and expenses paid or to be paid by Holdings, the Administrative Borrower and OBS to the Agents and the Lenders in connection with the transactions contemplated by the Loan Documents and the OBS Credit Agreements are ratified and approved as allowed administrative claims under Sections 503(b) and 507(a)(2) of the Bankruptcy Code and any such unpaid fees, costs and expenses shall be paid when due under the Commitment Letter, the Fee Letter, the Loan Documents and the OBS Credit Agreements, and may not be disgorged and (iii) notwithstanding anything in the Amended Reorganization Plan to the contrary, the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order shall not extend to the enforcement of the documentation with respect to the Loan Documents and the OBS Credit Agreements or any rights or remedies relating thereto after the Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan). All conditions precedent to the effectiveness of the Amended Reorganization Plan (other than the occurrence of the Closing Date and any other conditions that are to be satisfied simultaneously with the occurrence of the Closing Date) shall have been satisfied or duly waived (provided, that any such waiver does not adversely affect the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless it shall have been consented to by the Administrative Agent), and contemporaneously with the initial Credit Extension, the Amended Reorganization Plan shall become effective, and all transactions contemplated by the Amended Reorganization Plan to be consummated on the Amended Reorganization Plan’s Effective Date shall be consummated. (iii) The Rights Offering shall have been (or will substantially contemporaneously be) consummated in full on the Closing Date and Holdings shall have received or shall concurrently receive the cash proceeds therefrom in an aggregate amount equal to at least $1,510,000,000 and the terms and conditions of the Rights Offering (and the documentation with respect thereto) shall be in form and substance reasonably acceptable to the Administrative Agent. (iv) (I) The proceeds from the Rights Offering, together with (i) the proceeds of the Loans permitted to be incurred hereunder on the Closing Date, (ii) the proceeds of loans permitted to be incurred under the OBS Credit Agreements on the Closing Date and (iii) existing cash on hand of Holdings and its Subsidiaries on the Closing Date, will have been used or shall be concurrently used to repay in full, satisfy and discharge all of the Indebtedness and other obligations to be refinanced as part of (a) the Refinancing (including the DSF Loan Documents, the CEXIM Loan Documents and the Unsecured Credit Agreement), (b) the payment of the Administrative Expense Claims, the Priority Claims and Professional Fees Claims (each as defined in the Amended Reorganization Plan) and (c) the refinancing of any other pre-existing Indebtedness of Holdings and its Subsidiaries, in each case, to the extent provided in the Amended Reorganization Plan or the Confirmation Order (and for the avoidance of doubt, except any Indebtedness contemplated to remain outstanding or to be reinstated, in any such case, as set forth in the Amended Reorganization Plan) and to pay fees, costs and expenses incurred in connection with the Transactions and the OBS Credit Agreements, in each case, except as otherwise provided in the Amended Reorganization Plan, (II) all Liens and guarantees in connection with the Indebtedness to be refinanced as part of the Refinancing shall have been terminated and released (or arrangements made for such termination and release to occur promptly following the Closing Date), all to the reasonable satisfaction of the Administrative Agent, and (III) the Restricted Parties (on the Closing Date, after giving effect to the reorganization contemplated in the Amended Reorganization Plan) shall have no Indebtedness, Preferred Stock or other material liability issued or outstanding other than the Obligations and obligations under other Indebtedness, Preferred Stock and liabilities permitted hereunder, and, except for Permitted Liens, all Liens or security interests securing any Indebtedness or other liabilities of the Restricted Parties outstanding prior to the Closing Date, as applicable, shall have been terminated or released or shall be released in accordance with Section 5.15. (v) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Spin-Off Transactions have been consummated in accordance with the Spin-Off Documents and that prior to or substantially concurrently with the Loans, the Fluent Acquisition, the Refinancing and the other Transactions shall have been consummated (or shall simultaneously be consummated), in each case in compliance with applicable law and regulatory approvals, and in all material respects in accordance with the terms hereof and the terms of the material Transaction Documents (including all schedules and exhibits thereto), which shall not have been altered, amended or otherwise changed or supplemented in any manner adverse to the Lenders or any condition therein waived, in each case, without the prior written consent of the Administrative Agent. Without limiting the generality of the foregoing, holders of not less than 95% of the outstanding principal amount of the Senior Subordinated Notes shall have tendered their Senior Subordinated Notes for redemption and consented to the Third Supplemental Indenture, all as contemplated by the Consent Solicitation Documents, and the Third Supplemental Indenture shall, subject to payment of the consideration set forth therein, be in full force and effect. (ii) The aggregate cash consideration for the Mergers shall be $300,000,000, subject to adjustment for working capital, cash on hand and, where applicable, Fluent’s notes in respect of incentive stock, in each case as specified in the Merger Agreement. There shall be no consideration for the Mergers other than the cash consideration described in the previous sentence and 6,000,000 shares of common stock of the Borrower. (iii) All representations and warranties of the parties to the Merger Agreement shall be true and correct copies in all material respects on and as of the Closing Date. (iv) Upon consummation of the Fluent Acquisition, Merger LLC (as successor by merger to Heat Holdings) shall be a wholly owned Subsidiary of the Borrower, Aavid shall be a wholly owned Subsidiary of Merger LLC, and Fluent shall be a wholly owned Subsidiary of Aavid. All Equity Interests in Merger LLC, Aavid, Fluent and their Subsidiaries (other than Aavid’s warrants outstanding under the Warrant Agreement described in clause (v)(B)(x) below) shall be held, directly or indirectly, by the Borrower. (v) All arrangements between the Fluent Parties and (A) their Affiliates or (B) the holders of their Equity Interests, in each case as in place prior to the consummation of the Transactions, shall have been discharged, except for (x) the Transaction Documents Warrant Agreement, dated as of February 2, 2000, between Aavid and the OBS Credit Agreements, warrant agent named therein and (y) the Confirmation Order Registration Rights Agreement and (z) Common Stock Registration Rights Agreement, each dated as of February 2, 2000, and each among Aavid and the “Notice of Projected Effective Date” (as required by Section 10.2(e) of the Amended Reorganization Plan)subsidiary guarantors and initial purchasers party thereto. (vi) The Collateral AgentAdministrative Agent shall have received copies, for the benefit certified by a Responsible Officer of the Secured PartiesBorrower, shall have been granted (to the extent required on the Closing Date) First Priority Liens and security interests in the Collateral. (vii) Each of the Collateral Vessel Mortgages required to be recorded on Fluent Acquisition Documents, the Closing Date shall have been executed and delivered to Spin-Off Documents, the Mortgage Trustee for submission to the appropriate ship registry of the applicable Acceptable Flag Jurisdiction for filing and recording and all actions reasonably necessary or advisable in connection therewith (and in connection with the other Collateral) shall have been taken; provided, that with respect to the Collateral Vessels secured by the CEXIM Fluent Loan Documents and the DSF Loan Documents (other than Excluded Vessels)Consent Solicitation Documents, such actions all of which shall be taken upon reasonably satisfactory to the release of the security interests over such Collateral Vessels following the Closing Date pursuant to Section 5.15Administrative Agent.

Transactions, etc. (i) Any description of any Term Loan Document, any OBS OIN Loan Document or any fees, costs or expenses to be paid to the Agents or the Lenders in connection with the Transactions in any Amended Plan Document shall not have been filed or served without the Administrative Agent’s prior consent. All other portions of each Amended Plan Document shall be in form and substance consistent with the Commitment Letter and otherwise reasonably satisfactory to the Administrative Agent, and no provision of any Amended Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is adverse to the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless the Administrative Agent shall have so consented in writing. Holdings shall have provided to the Administrative Agent a copy of the Amended Plan Documents at least two Business Days prior to filing such Amended Plan Documents with the Bankruptcy Court. (ii) The Bankruptcy Court shall have entered an order confirming the Amended Reorganization Plan for the Debtors (the “Confirmation Order”), which Confirmation Order shall be in form and substance reasonably acceptable to the Administrative Agent, and shall have become a Final Order (provided, however, that the Administrative Agent may, in its sole discretion, waive or modify any requirement that the Confirmation Order be a Final Order). Among other things, the Confirmation Order (A) shall authorize and approve the incurrence of the Revolving Commitments and Term Loans hereunder hereunder, the funding of loans and incurrence of commitments under the ABL Loan Documents and the funding of loans and incurrence of commitments under the OBS Credit Agreement OIN Loan Documents and all other transactions contemplated by the Commitment Letter and Fee Letter, (B) shall make specific findings that the Agents and the Lenders acted in good faith in connection with such transactions, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that the Administrative Agent determines in good faith is adverse to the rights or interests of any or all of the Agents and the Lenders or their respective Affiliates unless the Administrative Agent has so consented in writing. Without limiting the general applicability of the immediately preceding sentence, the Confirmation Order, together with such other orders as have been entered by the Bankruptcy Court on or prior to the Closing Date in aid of consummation of the Amended Reorganization Plan, shall provide in substance that (I) on or before the applicable Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan), the Loan Parties are authorized to enter into documentation evidencing the transactions contemplated by the Term Loan Documents reasonably acceptable to the Administrative Agent and the Loan Parties and to grant Liens and security interests of the priority required by this Agreement to the applicable Secured Parties in substantially all of their assets, and such documents, liens and security interests are approved, (II) all fees and reasonable and documented costs and expenses paid or to be paid by Holdings, the Administrative Borrower and OBS OIN to the Agents and the Lenders in connection with the transactions contemplated by the Term Loan Documents, the ABL Loan Documents and the OBS Credit Agreements OIN Loan Documents are ratified and approved as allowed administrative claims under Sections 503(b) and 507(a)(2) of the Bankruptcy Code and any such unpaid fees, costs and expenses shall be paid when due under the Commitment Letter, the Fee Letter, the Term Loan Documents and the OBS Credit AgreementsOIN Loan Documents, and may not be disgorged and (iii) notwithstanding anything in the Amended Reorganization Plan to the contrary, the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order shall not extend to the enforcement of the documentation with respect to the Term Loan Documents and the OBS Credit Agreements OIN Loan Documents or any rights or remedies relating thereto after the Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan). All conditions precedent to the effectiveness of the Amended Reorganization Plan (other than the occurrence of the Closing Date and any other conditions that are to be satisfied simultaneously with the occurrence of the Closing Date) shall have been satisfied or duly waived (provided, provided that any such waiver does not adversely affect the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless it shall have been consented to by the Administrative Agent), and contemporaneously with the initial Credit Extension, the Amended Reorganization Plan shall become effective, and all transactions contemplated by the Amended Reorganization Plan to be consummated on the Amended Reorganization Plan’s Effective Date shall be consummated. (iii) (x) The Rights Offering shall have been (or will substantially contemporaneously be) consummated in full on the Closing Date and Holdings shall have received or shall concurrently receive the cash proceeds therefrom in an aggregate amount equal to at least $1,510,000,000 and the terms and conditions of the Rights Offering (and the documentation with respect thereto) shall be in form and substance reasonably acceptable to the Administrative AgentAgent and (y) the Loan Parties shall have entered, or shall concurrently enter, into the ABL Loan Documents, which ABL Loan Documents shall be or shall concurrently be in full force and effect and all the conditions precedent to the initial borrowing under the ABL Loan Documents shall be satisfied or waived substantially concurrently with any initial funding hereunder and the Borrower shall have received or shall concurrently receive the commitments under the ABL Facility thereunder in an aggregate principal amount equal to $75,000,000. (iv) (I) The proceeds from the Rights Offering, together with (i) the proceeds of the Term Loans permitted to be incurred hereunder on the Closing Date, (ii) the proceeds of loans permitted to be incurred under the OBS OIN Credit Agreements Agreement on the Closing Date , (iii) the proceeds of the ABL Loans permitted to be incurred under the ABL Credit Agreement on the Closing Date and (iiiiv) existing cash on hand of Holdings and its Subsidiaries on the Closing Date, will have been used or shall be concurrently used to repay in full, satisfy and discharge all of the Indebtedness and other obligations to be refinanced as part of (a) the Refinancing (including the DSF Loan Documents, the CEXIM Loan Documents and the Unsecured Credit Agreement), (b) the payment of the Administrative Expense Claims, the Priority Claims and Professional Fees Claims (each as defined in the Amended Reorganization Plan) and (c) the refinancing of any other pre-existing Indebtedness of Holdings and its Subsidiaries, in each case, to the extent provided in the Amended Reorganization Plan or the Confirmation Order (and for the avoidance of doubt, except any Indebtedness contemplated to remain outstanding or to be reinstated, in any such case, as set forth in the Amended Reorganization Plan) and to pay fees, costs and expenses incurred in connection with the Transactions and the OBS Credit AgreementsOIN Loan Documents, in each case, except as otherwise provided in the Amended Reorganization Plan, Plan (II) all Liens and guarantees in connection with the Indebtedness to be refinanced as part of the Refinancing shall have been terminated and released (or arrangements made for such termination and release to occur promptly following the Closing Date), all to the reasonable satisfaction of the Administrative Agent, and (III) the Restricted Parties (on the Closing Date, after giving effect to the reorganization contemplated in the Amended Reorganization Plan) shall have no Indebtedness, Preferred Stock or other material liability issued or outstanding other than the Obligations and obligations under the ABL Loan Documents, and other Indebtedness, Preferred Stock and liabilities permitted hereunderhereunder and under the ABL Loan Documents, and, except for Permitted Liens, all Liens or security interests securing any Indebtedness or other liabilities of the Restricted Parties outstanding prior to the Closing Date, as applicable, shall have been terminated or released or shall be released in accordance with Section 5.15. (v) The Administrative Agent shall have received true and correct copies of (x) the Transaction Documents and the OBS Credit AgreementsOIN Loan Documents, (y) the Confirmation Order and (z) the “Notice of Projected Effective Date” (as required by Section 10.2(e) of the Amended Reorganization Plan). (vi) The Collateral Agent, for the benefit of the Secured Parties, shall have been granted (to the extent required on the Closing Date) First Priority (or, in the case of ABL Priority Collateral, Second Priority) Liens and security interests in the Collateral. (vii) Each of the Collateral Vessel Mortgages required to be recorded on the Closing Date shall have been executed and delivered to the Mortgage Trustee for submission to the appropriate ship registry of the applicable Acceptable Flag Jurisdiction National Vessel Documentation Center for filing and recording and all actions reasonably necessary or advisable in connection therewith (and in connection with the other Collateral) shall have been taken; provided, that with respect to the Collateral Vessels secured by the CEXIM Loan Documents and the DSF Loan Documents (other than Excluded Vessels), such actions shall be taken upon the release of the security interests over such Collateral Vessels following the Closing Date pursuant to Section 5.15.

Transactions, etc. The following transactions shall have been consummated: (i) Any description the acquisition of any Loan Document, any OBS Loan Document or any fees, costs or expenses to be paid to the Agents or Target by Affiliates of the Lenders in connection with Sponsor (the Transactions in any Amended Plan Document shall not have been filed or served without the Administrative Agent’s prior consent. All other portions of each Amended Plan Document shall be in form and substance consistent with the Commitment Letter and otherwise reasonably satisfactory to the Administrative Agent, and no provision of any Amended Plan Document “Merger”) shall have been waivedconsummated in accordance with the Merger Documents, amendedwithout giving effect to any waiver, supplemented amendment, supplement or otherwise modified other modification of any term or condition thereunder in any respect that is materially adverse to Holdings, the rights Company or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless the Administrative Agent shall have so consented in writing. Holdings shall have provided to the Administrative Agent a copy of the Amended Plan Documents at least two Business Days prior to filing such Amended Plan Documents with the Bankruptcy Court.Lenders; (ii) The Bankruptcy Court Holdings shall have entered an order confirming received at least $50,000,000 from the Amended Reorganization Plan for the Debtors (the “Confirmation Order”), which Confirmation Order shall be in form and substance reasonably acceptable proceeds of equity issued by Holdings to the Administrative Agent, and shall have become a Final Order (provided, however, that the Administrative Agent may, in its sole discretion, waive or modify any requirement that the Confirmation Order be a Final Order). Among other things, the Confirmation Order (A) shall authorize and approve the incurrence of the Revolving Commitments and Term Loans hereunder and the funding of loans and incurrence of commitments under the OBS Credit Agreement and all other transactions contemplated funds managed by the Commitment Letter Sponsor and Fee Letter, (B) shall make specific findings that the Agents and the Lenders acted in good faith in connection with such transactions, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that the Administrative Agent determines in good faith is adverse to the rights or interests of any or all of the Agents and the Lenders or their respective Affiliates unless the Administrative Agent has so consented in writing. Without limiting the general applicability of the immediately preceding sentence, the Confirmation Order, together with such other orders as have been entered by the Bankruptcy Court on or prior to the Closing Date in aid of consummation of the Amended Reorganization Plan, shall provide in substance that (I) on or before the applicable Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan), the Loan Parties are authorized to enter into documentation evidencing the transactions contemplated by the Loan Documents reasonably acceptable to the Administrative Agent and the Loan Parties and to grant Liens and security interests of the priority required by this Agreement to the applicable Secured Parties in substantially all of their assetsinvestors, and such documents, liens and security interests are approved, (II) all fees and reasonable and documented costs and expenses paid or to be paid by Holdings, the Administrative Borrower and OBS to the Agents and the Lenders in connection with the transactions contemplated by the Loan Documents and the OBS Credit Agreements are ratified and approved as allowed administrative claims under Sections 503(b) and 507(a)(2) of the Bankruptcy Code and any such unpaid fees, costs and expenses shall be paid when due under the Commitment Letter, the Fee Letter, the Loan Documents and the OBS Credit Agreements, and may not be disgorged and (iii) notwithstanding anything in the Amended Reorganization Plan to the contrary, the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order shall not extend to the enforcement of the documentation with respect to the Loan Documents and the OBS Credit Agreements or any rights or remedies relating thereto after the Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan). All conditions precedent to the effectiveness of the Amended Reorganization Plan (other than the occurrence of the Closing Date and any other conditions that are to be satisfied simultaneously with the occurrence of the Closing Date) proceeds shall have been satisfied or duly waived (provided, that any such waiver does not adversely affect contributed to the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless it shall have been consented to by the Administrative Agent), and contemporaneously with the initial Credit Extension, the Amended Reorganization Plan shall become effective, and all transactions contemplated by the Amended Reorganization Plan to be consummated on the Amended Reorganization Plan’s Effective Date shall be consummated.Company; (iii) The Rights Offering shall have been (or will substantially contemporaneously be) consummated in full on the Closing Date and Holdings shall have received or shall concurrently receive the cash proceeds therefrom in an aggregate amount equal to at least $1,510,000,000 161,100,000 from the proceeds of Series A Preferred Stock issued by Holdings to funds managed by the Sponsor, and the terms and conditions of the Rights Offering (and the documentation with respect thereto) such proceeds shall be in form and substance reasonably acceptable have been directly or indirectly contributed to the Administrative Agent. (iv) (I) The proceeds from Company to be used by the Rights Offering, together with Company to (i) the proceeds repay or otherwise satisfy certain Indebtedness owed by Holdings to certain Affiliates of the Loans permitted to be incurred hereunder on the Closing Date, Sponsor and (ii) partially finance the proceeds of loans permitted to be incurred under the OBS Credit Agreements on the Closing Date and (iii) existing cash on hand of Holdings and its Subsidiaries on the Closing Date, will have been used or shall be concurrently used to repay in full, satisfy and discharge all requirements of the Indebtedness and other obligations to be refinanced as part of (a) the Refinancing (including the DSF Loan Documents, the CEXIM Loan Documents and the Unsecured Credit Agreement), (b) the payment of the Administrative Expense Claims, the Priority Claims and Professional Fees Claims (each as defined in the Amended Reorganization Plan) and (c) the refinancing of any other pre-existing Indebtedness of Holdings and its Subsidiaries, in each case, to the extent provided in the Amended Reorganization Plan or the Confirmation Order (and for the avoidance of doubt, except any Indebtedness contemplated to remain outstanding or to be reinstated, in any such case, as set forth in the Amended Reorganization Plan) and to pay fees, costs and expenses incurred in connection with the Transactions and the OBS Credit Agreements, in each case, except as otherwise provided in the Amended Reorganization Plan, (II) all Liens and guarantees in connection with the Indebtedness to be refinanced as part of the Refinancing shall have been terminated and released (or arrangements made for such termination and release to occur promptly following the Closing Date), all to the reasonable satisfaction of the Administrative Agent, and (III) the Restricted Parties (on the Closing Date, after giving effect to the reorganization contemplated in the Amended Reorganization Plan) shall have no Indebtedness, Preferred Stock or other material liability issued or outstanding other than the Obligations and obligations under other Indebtedness, Preferred Stock and liabilities permitted hereunder, Merger; and, except for Permitted Liens, all Liens or security interests securing any Indebtedness or other liabilities of the Restricted Parties outstanding prior to the Closing Date, as applicable, shall have been terminated or released or shall be released in accordance with Section 5.15. (vA) The Administrative Agent shall have received true and correct copies of reasonably satisfactory evidence that (x1) the Transaction Documents and Existing Credit Facilities (other than any letter of credit facility under the OBS Credit Agreements, Wachovia Facility which shall be secured only by the deposits described in clause (y) the Confirmation Order and (z) the “Notice of Projected Effective Date” (as required by Section 10.2(exxiv) of the Amended Reorganization Plan). (videfinition of Permitted Liens) The Collateral Agent, for the benefit of the Secured Parties, shall have been granted (to the extent required on the Closing Date) First Priority Liens terminated and security interests in the Collateral. (vii) Each of the Collateral Vessel Mortgages required to be recorded on the Closing Date all amounts thereunder shall have been executed paid in full and delivered any outstanding letters of credit thereunder cash-collateralized and (2) the MP Bridge Loan Agreement and the MP Term Loan Agreement shall have been terminated and all amounts thereunder shall have been paid in full or otherwise satisfied and (B) arrangements reasonably satisfactory to the Mortgage Trustee Administrative Agent shall have been made for submission to the appropriate ship registry termination of the applicable Acceptable Flag Jurisdiction for filing and recording and all actions reasonably necessary or advisable in connection therewith (and Liens granted in connection with the other Collateralcredit facilities described in clause (A) shall have been taken; provided, that with respect to the Collateral Vessels secured by the CEXIM Loan Documents and the DSF Loan Documents (other than Excluded Vessels), such actions shall be taken upon the release Liens described in clause (xxiv) of the security interests over such Collateral Vessels following the Closing Date pursuant to Section 5.15definition of Permitted Liens).

Transactions, etc. (i) Any description of any Loan Document, any OBS Loan Document or any fees, costs or expenses to be paid to the Agents or the Lenders in connection with the Transactions in any Amended Plan Document shall not have been filed or served without the Administrative Agent’s prior consent. All other portions of each Amended Plan Document shall be in form and substance consistent with the Commitment Letter and otherwise reasonably satisfactory to the Administrative Agent, and no provision of any Amended Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is adverse to the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless the Administrative Agent shall have so consented in writing. Holdings shall have provided to the Administrative Agent a copy of the Amended Plan Documents at least two Business Days prior to filing such Amended Plan Documents with the Bankruptcy Court. (ii) The Bankruptcy Court shall have entered an order confirming the Amended Reorganization Plan for the Debtors (the “Confirmation Order”), which Confirmation Order shall be in form and substance reasonably acceptable to the Administrative Agent, and shall have become a Final Order (provided, however, that the Administrative Agent may, in its sole discretion, waive or modify any requirement that the Confirmation Order be a Final Order). Among other things, the Confirmation Order (A) shall authorize and approve the incurrence of the Revolving Commitments and Term Loans hereunder and the funding of loans and incurrence of commitments under the OBS Credit Agreement and all other transactions contemplated by the Commitment Letter and Fee Letter, (B) shall make specific findings that the Agents and the Lenders acted in good faith in connection with such transactions, shall be in full force and effect and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that the Administrative Agent determines in good faith is adverse to the rights or interests of any or all of the Agents and the Lenders or their respective Affiliates unless the Administrative Agent has so consented in writing. Without limiting the general applicability of the immediately preceding sentence, the Confirmation Order, together with such other orders as have been entered by the Bankruptcy Court on or prior to the Closing Date in aid of consummation of the Amended Reorganization Plan, shall provide in substance that (I) on or before the applicable Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan), the Loan Parties are authorized to enter into documentation evidencing the transactions contemplated by the Loan Documents reasonably acceptable to the Administrative Agent and the Loan Parties and to grant Liens and security interests of the priority required by this Agreement to the applicable Secured Parties in substantially all of their assets, and such documents, liens and security interests are approved, (II) all fees and reasonable and documented costs and expenses paid or to be paid by Holdings, the Administrative Borrower and OBS to the Agents and the Lenders in connection with the transactions contemplated by the Loan Documents and the OBS Credit Agreements are ratified and approved as allowed administrative claims under Sections 503(b) and 507(a)(2) of the Bankruptcy Code and any such unpaid fees, costs and expenses shall be paid when due under the Commitment Letter, the Fee Letter, the Loan Documents and the OBS Credit Agreements, and may not be disgorged and (iii) notwithstanding anything in the Amended Reorganization Plan to the contrary, the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order shall not extend to the enforcement of the documentation with respect to the Loan Documents and the OBS Credit Agreements or any rights or remedies relating thereto after the Amended Reorganization Plan’s Effective Date (as defined in the Amended Reorganization Plan). All conditions precedent to the effectiveness of the Amended Reorganization Plan (other than the occurrence of the Closing Date and any other conditions that are to be satisfied simultaneously with the occurrence of the Closing Date) shall have been satisfied or duly waived (provided, that any such waiver does not adversely affect the rights or interests of any or all of the Agents and the Lenders in their capacities as such (as determined in good faith by the Administrative Agent) unless it shall have been consented to by the Administrative Agent), and contemporaneously with the initial Credit Extension, the Amended Reorganization Plan shall become effective, and all transactions contemplated by the Amended Reorganization Plan to be consummated on the Amended Reorganization Plan’s Effective Date shall be consummated. (iii) The Rights Offering shall have been (or will substantially contemporaneously be) consummated in full on the Closing Date and Holdings shall have received or shall concurrently receive the cash proceeds therefrom in an aggregate amount equal to at least $1,510,000,000 and the terms and conditions of the Rights Offering (and the documentation with respect thereto) shall be in form and substance reasonably acceptable to the Administrative Agent. (iv) (I) The proceeds from the Rights Offering, together with (i) the proceeds of the Loans permitted to be incurred hereunder on the Closing Date, (ii) the proceeds of loans permitted to be incurred under the OBS Credit Agreements on the Closing Date and (iii) existing cash on hand of Holdings and its Subsidiaries on the Closing Date, will have been used or shall be concurrently used to repay in full, satisfy and discharge all of the Indebtedness and other obligations to be refinanced as part of (a) the Refinancing (including the DSF Loan Documents, the CEXIM Loan Documents and the Unsecured Credit Agreement), (b) the payment of the Administrative Expense Claims, the Priority Claims and Professional Fees Claims (each as defined in the Amended Reorganization Plan) and (c) the refinancing of any other pre-existing Indebtedness of Holdings and its Subsidiaries, in each case, to the extent provided in the Amended Reorganization Plan or the Confirmation Order (and for the avoidance of doubt, except any Indebtedness contemplated to remain outstanding or to be reinstated, in any such case, as set forth in the Amended Reorganization Plan) and to pay fees, costs and expenses incurred in connection with the Transactions and the OBS Credit Agreements, in each case, except as otherwise provided in the Amended Reorganization Plan, (II) all Liens and guarantees in connection with the Indebtedness to be refinanced as part of the Refinancing shall have been terminated and released (or arrangements made for such termination and release to occur promptly following the Closing Date), all to the reasonable satisfaction of the Administrative Agent, and (III) the Restricted Parties (on the Closing Date, after giving effect to the reorganization contemplated in the Amended Reorganization Plan) shall have no Indebtedness, Preferred Stock or other material liability issued or outstanding other than the Obligations and obligations under other Indebtedness, Preferred Stock and liabilities permitted hereunder, and, except for Permitted Liens, all Liens or security interests securing any Indebtedness or other liabilities of the Restricted Parties outstanding prior to the Closing Date, as applicable, shall have been terminated or released or shall be released in accordance with Section 5.15. (v) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Spin-Off Transactions have been consummated in accordance with the Spin-Off Documents and that prior to or substantially concurrently with the Loans, the Fluent Acquisition, the Refinancing and the other Transactions shall have been consummated (or shall simultaneously be consummated), in each case in compliance with applicable law and regulatory approvals, and in all material respects in accordance with the terms hereof and the terms of the material Transaction Documents (including all schedules and exhibits thereto), which shall not have been altered, amended or otherwise changed or supplemented in any manner adverse to the Lenders or any condition therein waived, in each case, without the prior written consent of the Administrative Agent. Without limiting the generality of the foregoing, holders of not less than 95% of the outstanding principal amount of the Senior Subordinated Notes shall have tendered their Senior Subordinated Notes for redemption and consented to the Third Supplemental Indenture, all as contemplated by the Consent Solicitation Documents, and the Third Supplemental Indenture shall, subject to payment of the consideration set forth therein, be in full force and effect. (ii) The aggregate cash consideration for the Mergers shall be $300,000,000, subject to adjustment for working capital, cash on hand and, where applicable, the Borrower’s notes in respect of incentive stock, in each case as specified in the Merger Agreement. There shall be no consideration for the Mergers other than the cash consideration described in the previous sentence and 6,000,000 shares of common stock of ANSYS. (iii) All representations and warranties of the parties to the Merger Agreement shall be true and correct copies in all material respects on and as of the Closing Date. (iv) Upon consummation of the Fluent Acquisition, Merger LLC (as successor by merger to Heat Holdings) shall be a wholly-owned Subsidiary of ANSYS, Aavid shall be a wholly-owned Subsidiary of Merger LLC, and the Borrower shall be a wholly-owned Subsidiary of Aavid. All Equity Interests in Merger LLC, Aavid, the Borrower and their Subsidiaries (other than Aavid’s warrants outstanding under the Warrant Agreement described in clause (v)(B)(x) below) shall be held, directly or indirectly, by ANSYS. (v) All arrangements between the Fluent Parties and (A) their Affiliates or (B) the holders of their Equity Interests, in each case as in place prior to the consummation of the Transactions, shall have been discharged, except for (x) the Transaction Documents Warrant Agreement, dated as of February 2, 2000, between Aavid and the OBS Credit Agreements, warrant agent named therein and (y) the Confirmation Order Registration Rights Agreement and (z) Common Stock Registration Rights Agreement, each dated as of February 2, 2000, and each among Aavid and the “Notice of Projected Effective Date” (as required by Section 10.2(e) of the Amended Reorganization Plan)subsidiary guarantors and initial purchasers party thereto. (vi) The Collateral AgentANSYS and the other parties thereto shall have executed and delivered the ANSYS Credit Agreement, for the benefit of the Secured Parties, all conditions to funding thereunder shall have been granted (to satisfied and ANSYS shall have received the extent required on proceeds of the Closing Date) First Priority Liens and security interests in the CollateralANSYS Loan. (vii) Each The Administrative Agent shall have received copies, certified by a Responsible Officer of the Collateral Vessel Mortgages required to be recorded on the Closing Date shall have been executed and delivered to the Mortgage Trustee for submission to the appropriate ship registry Borrower, of the applicable Acceptable Flag Jurisdiction for filing and recording and all actions reasonably necessary or advisable in connection therewith (and in connection with Fluent Acquisition Documents, the other Collateral) shall have been taken; providedSpin-Off Documents, that with respect to the Collateral Vessels secured by the CEXIM ANSYS Loan Documents and the DSF Loan Documents (other than Excluded Vessels)Consent Solicitation Documents, such actions all of which shall be taken upon reasonably satisfactory to the release of the security interests over such Collateral Vessels following the Closing Date pursuant to Section 5.15Administrative Agent.