Common use of Certain Documents Clause in Contracts

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral matters.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Facility Increase Date for such Facility Increase each of the following, each dated the Closing such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement written commitments duly executed by each Loan Party existing Lenders or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Company and the Administrative Agent) and, in the case of each such Eligible Assignee, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement, effective as of the Facility Increase Date and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Company and the Administrative Agent, which, in any event, except for interest, fees, scheduled repayment dates and maturity, shall not be applied materially differently to the Facility Increase and the existing Facilities; (iii) for the account of each Lender or Eligible Assignee participating in such Facility Increase having requested the same by notice to the Administrative Agent and the Borrower Company received by each at least 3 three Business Days prior to the Closing Facility Increase Date (or such later date as may be agreed by the BorrowerCompany), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e2.7(d); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of for each Loan Party that is on file with executing any Governmental Authority in any jurisdiction, certified Loan Document as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing part of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (andFacility Increase, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute in charge of maintaining books and deliver any Loan Document, (B) that the Constituent Documents records of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) certifying as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document document executed as part of such Facility Increase to which such Loan Party is a party; (viv) a certificate duly executed favorable opinions of a Responsible Officer of the Borrower counsel to the effect that Loan Parties in New York and such other local jurisdictions reasonably requested by the Administrative Agent, each condition set forth in Sections 3.1(c)addressed to the Agents, (d) the Issuers and (e) (and, with respect to the Lenders and addressing such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to matters as the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofmay reasonably request; and (xivi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other document as the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankblank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) Mortgages for each real property of the Loan Parties identified on Schedule 4.16 (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto that are available on the Closing Date; (iv) duly executed favorable opinions of counsel to the Loan Parties in New YorkArizona, Delaware Delaware, Idaho, Indiana, Nevada, Ohio, Pennsylvania, Texas, Washington and TexasWisconsin, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vvi) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vivii) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) both the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, and (C) attached thereto are complete and correct copies of each Related Document; (viiviii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party);; and (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument such other documents and shall have been pledged pursuant to information as any Lender through the Guaranty and Security Agreement and the Collateral Administrative Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (ia) this Agreement Amendment, with all corresponding schedules, duly executed by the Borrower, on behalf of itself and each other Loan Party andParty, for the account of each Lender having requested Administrative Agent, and the same by notice Required Lenders; (b) an amendment to the Second Lien Credit Agreement, duly executed by the Borrower, Second Lien Administrative Agent and the Borrower received by each at least 3 Business Days prior other Second Lien Secured Parties necessary to give effect thereto (the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e“Second Lien Amendment”); (iic) evidence that the Guaranty maturity of that certain Promissory Note dated November 2, 2005 payable to K&F Limited Partnership (the “Seller Note”) has been extended to a date not earlier than November 2, 2014 and Security Agreement and that any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence revised terms of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably Seller Note are satisfactory to the Administrative Agent; (ivd) a copy of each Constituent Document of for each Loan Party that is on file with any Governmental Authority in any jurisdictionParty, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each by an officer of such Loan Party authorized reasonably acceptable to execute and deliver any the Administrative Agent appending (i) such Loan DocumentParty’s articles of incorporation (or corporate charter or similar organizational documents), together with all amendments thereto, (Bii) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification Party’s bylaws, together with all amendments thereto, (or, for any such Constituent Document delivered pursuant to clause (iviii) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors (or other appropriate equivalent governing body body), approving and authorizing the execution, delivery and performance of each Loan Document to which this Amendment and all transactions and documents related thereto, (iv) good standing certificates dated within 10 Business Days of the Second Amendment Effective Date from the applicable Governmental Authority of the state of incorporation of such Loan Party is and each other state where a partyfailure by such Loan Party to maintain good standing therein could cause a Material Adverse Effect and (v) signature and incumbency information for each of the officers of such Loan Party executing this Amendment and any documents related thereto, with each of the foregoing certified as of the Second Amendment Effective Date by such officer as being in full force and effect without any modification or amendment; (vie) a certificate by the Chief Financial Officer of each Loan Party, dated the Second Amendment Effective Date, stating that since the Closing Date (i) no litigation, proceedings or investigations have been commenced which could reasonably be expected to have a Responsible Officer Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement, the Second Amendment or any other Loan Document, (ii) there have been no Restricted Payments that were not permitted under the terms of the Credit Agreement as in effect at the time such Restricted Payment was made, and (iii) there has been no material increase in liabilities, liquidated or contingent, other than Advances under the Credit Agreement, and no material decrease in assets of the Borrower and its Subsidiaries, except to the effect extent that each condition set forth in Sections 3.1(c)the value of existing assets has decreased; (f) an opinion of counsel, (d) including regulatory and (e) (andgaming counsel, for the Loan Parties with respect to such certificatethe Second Amendment and the transactions contemplated thereby, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5its counsel; (viiig) the Perfection Certificate a duly executed subordination agreement in form and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence substance satisfactory to the Collateral Administrative Agent that with regards to Affiliate Subordinated Debt incurred by the Borrower has retainedon the Second Amendment Effective Date, at its sole cost subordinating such Debt in right and expense, a service provider acceptable time of payment to the Collateral Agent for the tracking of all of UCC financing statements of Borrower Obligations and the Guarantors containing such other terms and that will provide notification conditions satisfactory to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofAdministrative Agent; and (xih) evidence that each Loan Party shall have taken or caused such additional documentation related to be taken such actions, including with respect to filings or recordings, this Amendment as the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequire.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Facility Increase Date for such Facility Increase each of the following, each dated the Closing such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement written commitments duly executed by each Loan Party existing Lenders or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Company and the Administrative Agent) and, in the case of each such Eligible Assignee, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement, effective as of the Facility Increase Date and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Company and the Administrative Agent, which, in any event, except for interest, fees, scheduled repayment dates and maturity, shall not be applied materially differently to the Facility Increase and the existing Facilities; (iii) for the account of each Lender or Eligible Assignee participating in such Facility Increase having requested the same by notice to the Administrative Agent and the Borrower Company received by each at least 3 three Business Days prior to the Closing Facility Increase Date (or such later date as may be agreed by the BorrowerCompany), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e2.7(d); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of for each Loan Party that is on file with executing any Governmental Authority in any jurisdiction, certified Loan Document as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing part of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (andFacility Increase, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute in charge of maintaining books and deliver any Loan Document, (B) that the Constituent Documents records of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) certifying as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document document executed as part of such Facility Increase to which such Loan Party is a party; (viv) a certificate duly executed favorable opinions of a Responsible Officer of the Borrower counsel to the effect that Loan Parties in New York and such other local jurisdictions reasonably requested by the Administrative Agent, each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory addressed to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant toAgent, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement Issuers and the Collateral Lenders and addressing such matters as the Administrative Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofmay reasonably request; and (xivi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other document as the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender and each of their respective counsel, and in sufficient copies for each Lender: (i) this Agreement Agreement, duly executed and delivered by each of the Loan Party Parties and, for the account of each Lender having requested requesting the same by notice same, a Revolving Credit Note or Revolving Credit Notes of the Borrower conforming to the requirements set forth herein; (ii) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements; (iii) a favorable opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), counsel to the Loan Parties, in substantially the form of Exhibit F, addressed to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of the Borrower and each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdictionMaterial Subsidiary, certified as of a recent date by the Secretary of State of the state of formation of such Governmental AuthorityPerson, together with, if applicable, with certificates of such official attesting to the good standing of each such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates)Person; (v) a certificate of the secretary, assistant secretary, Secretary or other similar officer an Assistant Secretary of each Loan Party certifying (A) as to the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan DocumentDocument or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that the by-laws (or equivalent Constituent Documents Document) of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (orcertification, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board 's Board of directors Directors (or other appropriate equivalent governing body body) approving and authorizing the execution, delivery and performance of each this Agreement and the other Loan Document Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each the condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance evidence satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 (Maintenance of Insurance) are in full force and effect and have effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee under all endorsements required by such Section 7.5;insurance policies to be maintained with respect to the properties of each Loan Party; and (viii) the Perfection Certificate such other certificates, documents, agreements and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by information respecting any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to Party as any Lender through the Guaranty and Security Agreement and the Collateral Administrative Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Fixed Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Fixed Rate Loans, at least two Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and in sufficient copies for each Lender: (i) this Agreement Agreement, duly executed and delivered by each Loan Party Borrower and, for the account of each Lender having requested requesting the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (same, a Note or such later date as may be agreed by the Borrower), Notes in of each applicable Facility Borrower conforming to the requirements set forth in Section 2.14(e)herein; (iiA) the Guaranty Domestic Guaranty, duly executed by Holdings and Security Agreement each Subsidiary of the Company that is a Domestic Subsidiary and any intellectual property security agreements(B) the Non-U.S. Guaranty, duly executed by each Loan Partyother Subsidiary of the Company; (iii) the Pledge and Security Agreement, duly executed by Holdings, the Company and each Domestic Subsidiary Guarantor, together with each of the following: (A) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Closing, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral covered by the Pledge and Security Agreement, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in such Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, CREDIT AGREEMENT SWIFT & COMPANY as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC and other appropriate search reports and as of a recent date listing all effective prior filings listed thereinfinancing statements that name any Loan Party (other than the Australian Loan Parties) or the Seller as debtor, together with evidence of the termination copies of such prior filings and other documents with respect to the priority financing statements, none of the security interest of the Collateral Agent in which shall cover the Collateral, in each case as may except for those that shall be reasonably requested by terminated on the Collateral Agent, and Closing Date or are otherwise permitted hereunder; (B) all documents certificates and instruments representing all Securities of the Pledged Certificates being pledged pursuant to such Guaranty Pledge and Security Agreement and related undated stock powers or endorsements duly for such share certificates and Instruments executed in blank; and (C) all instruments representing Pledged Instruments being pledged pursuant to such Pledge and Security Agreement (including the Australian Intercompany Credit Agreement) duly endorsed in favor of the Administrative Agent or in blank; and (D) Control Account Agreements from (1) all securities intermediaries with respect to all Securities Accounts and securities entitlements of each Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by each Borrower and each Guarantor; (iiiiv) duly executed favorable opinions of counsel to Aircraft Security Documents for the aircraft owned by Monfort International Sales Corporation and any other aircraft ▇▇▇▇d by any Loan Parties in New York, Delaware and TexasParty, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (ivv) U.S. Mortgages for all of the Real Properties of the Loan Parties located in the United States and identified on Part I (Owned Properties) of Schedule 4.20 (Real Property) (except as may be agreed to by the Administrative Agent), together with all U.S. Mortgage Supporting Documents relating thereto; (vi) each Australian Share Mortgage, duly executed by the Australian Subsidiary listed therein as party thereto; (vii) each Australian Charge, duly executed by the Australian Subsidiary listed therein as party thereto; (viii) the Australian Security Trust Deed, duly executed by each Loan Party listed herein as party thereto; (ix) Australian Mortgages for all of the Real Properties of the Loan Parties located in Australia and identified on Schedule 4.20 (Real Property) (except as may be agreed to by the Administrative Agent) duly executed by the Australian Subsidiary owning the Real Property subject thereto, together with each Australian Mortgage Supporting Document relating thereto; CREDIT AGREEMENT SWIFT & COMPANY (x) Appropriate, duly executed Australian registration forms and statutory declaration and a multi-jurisdictional mortgage statement from a director or secretary of each Australian Subsidiary setting out the value and location of the assets of such Company appropriate for use to determine Australian stamp duty; (xi) the Mexican Stock Pledge, duly executed by the Company, Swift Beef Company, a Delaware corporation, and any Subsidiary of the Company organized and existing under the laws of Mexico, together with certificates representing all of the Stock of such Subsidiaries and stock powers duly executed in blank by the Company; (xii) each Japanese Stock Pledge, duly executed by the Company and any Subsidiary of the Company organized and existing under the laws of Japan, together with certificates representing all of the Stock of such Subsidiaries and stock powers duly executed in blank by the Company; (xiii) an executed statement of funds flow authorizing the flow of funds necessary to consummate the Transactions (the "Sources and Uses Statement") together with appropriate Notices of Borrowing and Letters of Credit Requests for any Loans or Letters of Credit requested to be made on the Closing Date; (xiv) a favorable opinion of (A) Vinson & Elkins L.L.P., counsel to the Loan Parties, in subs▇▇▇▇▇▇lly ▇▇▇ ▇orm of Exhibit G-1 (Form of Opinion of U.S. Counsel for the Loan Parties), (B) Mallesons Stephen Jaques, counsel to the Loan Parties in Australia, in ▇▇▇▇▇▇▇▇▇▇▇▇▇ the form of Exhibit G-2 (Form of Opinion of Australian Counsel for the Loan Parties), (C) counsel to the Loan Parties in Mexico, Japan, Delaware, Colorado and Utah, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (D) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (xv) a copy of each Related Document (including a certificate from each party to the Acquisition Agreement that, subject only to the funding of the initial Loan hereunder, such party is prepared to consummate the Transactions, which certificate shall be made for the benefit of the Administrative Agent (and its counsel) and the Lenders and Issuers hereunder) and each Disclosure Document certified as being complete and correct by a Responsible Officer of the Company; (xvi) a copy of the articles or certificate of incorporation (or equivalent Constituent Document Document) of each Loan Party that is on file with any Governmental Authority Party, and (A) in any jurisdictionthe case of the Company, Holdings or a Domestic Subsidiary certified as of a recent date by the Secretary of State of the state of organization of such Governmental AuthorityLoan Party and (B) otherwise, certified by a Responsible Officer of such Loan Party, in each case together with, if applicableapplicable in the relevant jurisdiction, certificates of such Person attesting to the good standing of each such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates)Party; (vxvii) a certificate of the secretary, assistant secretary, Secretary or other similar officer an Assistant Secretary of each Loan Party certifying (A) as to the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan DocumentDocument or other document required hereunder to be executed and delivered by or on behalf of such Loan 95 CREDIT AGREEMENT SWIFT & COMPANY Party, (B) that the by-laws (or equivalent Constituent Documents Document) of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (orcertification, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board 's Board of directors Directors (or other appropriate equivalent governing body body) approving and authorizing the execution, delivery and performance of each this Agreement and the other Loan Document Documents to which it is a party and acknowledging that such Loan Documents will benefit such Loan Party is a partyand (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (xvi) above; (vixviii) at the Company's option, (A) a certificate of a Responsible Officer of each Borrower, stating that such Borrower is Solvent after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 (Use of Proceeds; Ranking) and the payment of all estimated legal, accounting and other fees related hereto and thereto or (B) a solvency opinion from an independent financial consultant reasonably acceptable to the Administrative Agent and the Syndication Agent, together with such other evidence reasonably requested by the Administrative Agent, confirming the solvency of each of Holdings and the Company after giving effect to the Transactions; (xix) a certificate of a Responsible Officer of each Borrower to the effect that each (A) the condition set forth in Sections 3.1(c), (d) and (eSection 3.2(b) (and, with respect Conditions Precedent to such certificate, delivered on the date Each Loan and Letter of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (dCredit) has been satisfiedsatisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (viixx) insurance certificates in form powers of attorney of each Mexican Subsidiary notarized by a Mexican notary public (including authority for actos de administracion and substance suscripcion de titulos de credito), authorizing the making and performance by it of the Non-U.S. Guaranty; (i) An letter duly executed and delivered by the Process Agent dated on or prior to the date hereof pursuant to which it accepts its appointment as Process Agent hereunder and under the Guaranties and (ii) a notarized power of attorney of each Mexican Subsidiary appointing such Process Agent pursuant to Mexican law; (xxii) evidence satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect and have effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required insurance policies to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required maintained with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments properties of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other thingsHoldings, the upcoming lapse or expiration thereofCompany and its Subsidiaries; and (xixxiii) evidence that each such other certificates, documents, agreements and information respecting any Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) executed counterparts to this Agreement duly executed by Amendment from each of the Loan Party andParties, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Required Lenders; (ii) a certificate of the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by Secretary or Assistant Secretary of each Loan Party, together with (Ax) copies certifying that there have been no changes or certifying as to any changes from (I) the articles or certificate of UCC and incorporation, certificate of organization or limited partnership, or other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination registered organizational documents of such prior filings and other documents with respect to Loan Party or (II) the priority bylaws, partnership agreement or limited liability company agreement of the security interest of the Collateral Agent in the Collateralsuch Loan Party, in each case as may be reasonably requested by in effect on the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers Closing Date or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents organizational documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents organizational documents as in effect on the date Amendment No. 2 Closing Date, (y) attaching and certifying a copy of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s its board of directors or other appropriate equivalent governing body approving and or any duly authorized committee thereof, or comparable authorization, authorizing the execution, delivery and performance of this Amendment and (z) certifying the name, title and true signature of each Loan Document to which officer of such Loan Party is a partyexecuting this Amendment; (viiii) a certificate of good standing or existence for each Loan Party, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party; (iv) a certificate of a Responsible Officer of each Loan Party, dated as of the Borrower Amendment No. 2 Closing Date, certifying that, immediately after giving effect to the effect that this Amendment, (x) no Default or Event of Default exists which has not otherwise been waived by this Amendment, (y) all representations and warranties of each condition Loan Party set forth in Sections 3.1(cthe Loan Documents are true and correct in all material respects (other than (A) those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects, and (B) those representations and warranties that specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties were true and correct in all respects as of such earlier date), (d) and (ez) since December 5, 2014, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect; (andv) a favorable written opinion of Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇, with respect LLP addressed to such certificatethe Administrative Agent, delivered on the Issuing Bank and each of the Lenders, covering matters relating to the enforceability, due authority and execution of this Amendment by the Loan Parties; (vi) that certain side letter from the Loan Parties dated as of the date of the initial funding this Amendment attaching thereto summary pages of the Term Loan2016 Budget, Sections 3.1(f)the detail and supporting information having been provided to the Administrative Agent on December 4, (g) and (h)) and Sections 3.2(b) and (d) has been satisfied;2015; and (vii) insurance certificates in form and substance satisfactory to all such other documentation as requested by the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral mattersconnection herewith.

Certain Documents. The Administrative Agent and the Collateral Agent Purchasers shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative AgentRequired Purchasers, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each LenderRequired Purchasers: (i) this Agreement and the Notes, each duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Issuer; (ii) the Guaranty and Security Agreement and any intellectual property security agreementsGuaranty, duly executed by each Loan Party, together with Guarantor; (Aiii) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateraldocuments, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankRequired Purchasers; (iiiiv) Reserved; (v) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texastogether with such other local counsel opinions as the Required Purchasers may reasonably request, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders Purchasers and addressing such matters as the Administrative Agent Required Purchasers may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivvi) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates), except for such jurisdictions where the failure to be so qualified would not have a Material Adverse Effect; (vvii) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (viviii) a certificate of a Responsible Officer of the Borrower Issuer to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) this Section 3.1 has been satisfied, (B) the Issuer and its Subsidiaries on a consolidated basis are Solvent after giving effect to the issuance of the Notes, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of the Acquisition Agreement, Senior Credit Documents, Junior Subordinated Securities Documents and Bridge Loan Documents; (viiix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent Required Purchasers demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blankeffect; (x) evidence satisfactory (a) interim unaudited quarterly financial statements of the Issuer and the Acquired Company and its subsidiaries for each Fiscal Quarter ended after June 30, 2009 and 30 days before the Closing Date, and (b) to the Collateral Agent that Borrower has retainedextent available, at interim unaudited monthly financial statements of Issuer and the Acquired Company and its sole cost subsidiaries for each month ended after the most recent Fiscal Quarter for which financial statements were received by Purchasers pursuant to clause (a) above; (xi) Evidence of the election of one member of the Board of Directors of Issuer who was nominated by Falcon and expenseSankaty; (xii) Pro Forma Balance Sheet of the Issuer and its Subsidiaries as of September 30, 2009, after giving effect to this Agreement and the Related Transactions and (b) Issuer’s business plan which shall include a service provider acceptable to the Collateral Agent financial forecast on a monthly basis for the tracking of all of UCC financing statements of Borrower first 12 months after the Closing Date, on a quarterly basis through 2012 and on an annual basis thereafter through 2015 prepared by Issuer’s management; (xiii) duly executed pay-off letters from the Guarantors and that will provide notification Existing Agents with respect to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofeach Existing Credit Agreement; and (xixiv) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Purchaser through the Required Purchasers may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent Such Purchaser shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to such Purchaser: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) A good standing certificate (or equivalent) for each Note Party from the Administrative Secretary of State of the jurisdiction of organization of such Note Party dated of a recent date prior to such Closing and such other evidence of the status of such Note Party as such Purchaser may reasonably request. (iii) Subject to Section 9.7, the Subsidiary Guaranty Agreement and any other Guaranty Agreement required pursuant to this Agreement, duly executed and delivered by each party required to be a Guarantor pursuant to the Note Documents. (iv) Subject to Section 9.8, the Security Documents, in each case duly executed and delivered by each party required to be a party thereto pursuant to the Note Documents. (v) Subject to Section 9.8, the Intercreditor Agreement and/or any other intercreditor agreement required pursuant to Section 10.3(e) of this Agreement, in each case duly executed and delivered by each party required to be a party thereto pursuant to the Note Documents. (vi) Subject to Section 9.8, evidence of all such actions as such Purchaser shall reasonably require to perfect the Liens created pursuant to the Security Documents, including the filing of appropriately completed and duly authorized Uniform Commercial Code financing statements. (vii) Subject to Section 9.8, evidence that the Liens created by the Security Documents constitute first priority liens (except for any Liens expressly 508134571 -11- permitted by Section 10.3), including satisfactory Uniform Commercial Code or other applicable search reports and satisfactory authorizations to file releases of Liens or termination statements with respect to any existing prior liens to be released. (viii) Certificates of insurance satisfactory to such Purchaser in all respects evidencing the existence of all insurance required to be maintained by the Note Parties pursuant to the Note Documents, together with, subject to Section 9.8, all lender’s loss payable endorsements in favor of the Collateral Agent and additional insured endorsements in favor of the Collateral Agent demonstrating and the holders of Notes as such Purchaser may request. (ix) Evidence that substantially simultaneously with the Series A Closing, all Indebtedness of the Company and any Subsidiary (including Indebtedness under the Existing Credit Agreement, but excluding any Indebtedness permitted pursuant to Section 10.2) is paid in full, the related credit facilities thereunder, if any, are terminated and any Liens securing the same are released. (x) In respect of the Series A Closing, evidence that the insurance policies required by Section 7.5 are Credit Agreement is (or substantially simultaneously shall be) in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instrumentseffect, together with note powers or a fully executed copy thereof and of each other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; andCredit Document requested by such Purchaser. (xi) evidence that each Loan Party shall have taken All other documents, certificates or caused to be taken information as such actions, including with respect to filings or recordings, Purchaser may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent At the Closing, the Seller shall have furnish the Buyer with the following documents: (a) the Certificate of Incorporation of the Company and the Collateral Agent shall have received Seller and all amendments thereto; (b) The by-laws of the Company, duly certified by the Seller as being in force and effect at all times; (c) Resignations, effective on or prior the Closing Date, of all officers and directors of the Company; (d) The complete and correct corporate minute books, stock transfer records and corporate seal of the Company; (e) Written consents of the mortgagee(s) with respect to the Closing Date each Premises and certificates executed by such mortgagee(s) in proper form for recording and certifying the amount of the followingunpaid principal balance thereof, each dated the Closing Date unless otherwise agreed maturity date thereof the interest rate, the last date to which interest has been paid thereon and the amount of any escrow deposits held by such mortgagee(s). Any mortgagee which is an institutional lender may furnish a letter complying with Section 274-a of the Real Property Law in lieu of such certificate. (f) To the extent they are then in the Company's possession and not posted at the Premises, certificates, licenses, permits, authorizations and approvals issued for or with respect to the Premises by governmental and quasi-governmental authorities having jurisdiction. (g) Such affidavits as Buyer's title insurance company shall reasonably require in order to omit from its title insurance policy all exceptions for judgments, bankruptcies or other returns against persons or entities whose names are the same as or similar to the Company's or Seller's name. (h) Checks to the order of the appropriate officers in payment of all applicable real property transfer taxes and copies of any required tax returns therefor executed by the Administrative AgentCompany, in form and substance reasonably satisfactory to which checks shall be certified or official bank checks if required by the Administrative Agent, the Collateral Agent and each Lender:taxing authority; (i) this Agreement duly Notice(s) to the mortgagee(s) executed by each Loan Party and, for the account Company advising of each Lender having requested the same by notice sale of the Premises to the Administrative Agent Buyer and the Borrower received by each at least 3 Business Days prior directing that future bills and other correspondence should thereafter be sent to the Closing Date (Buyer or such later date as Buyer may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)direct; (iij) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence Possession of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent Premises in the Collateralcondition required by this Agreement, in each case as may be reasonably requested by the Collateral Agentfree and clear from all tenancies and leases, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofkeys therefor; and (xik) evidence that each Loan Party shall have taken Certificate or caused certificates for the Company Shares, duly endorsed for transfer or with a duly executed stock power attached, together with funds in payment of any applicable stock transfer tax payable in respect of the transfer of the Company Shares; and (i) any other documents required by this Agreement to be taken such actions, including with respect to filings or recordings, reasonably requested delivered by the Collateral Agent with respect to collateral mattersSeller.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, Administrative Agent and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) [Reserved.]; (iv) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware York and TexasFlorida, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vvi) a certificate of the secretary, assistant secretary, or other similar officer secretary of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vivii) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) both the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto (substantially in the form of the Exhibit I attached hereto) and (C) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement); (viiviii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party);; and (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument such other documents and shall have been pledged pursuant to information as any Lender through the Guaranty and Security Agreement and the Collateral Administrative Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated on or as of the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days extent not delivered prior to the Closing Date (Date, if amended or such later date amended and restated, the other Loan Documents as may be agreed of the Closing Date, including Notes requested by any Lender and the Borrower)Environmental Indemnity, Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)case duly executed; (ii) to the Guaranty and Security Agreement and any intellectual property security agreementsextent not complete and/or delivered prior to the Closing Date, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant Control Agreements that, in the reasonable judgment of Administrative Agent, are required for the Loan Parties to such Guaranty and Security Agreement and related undated powers or endorsements comply with the Loan Documents as of the Closing Date, each duly executed by, in blankaddition to the applicable Loan Party, the applicable financial institution; (iii) [Reserved]; (iv) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing addressing, among other things, power and authority of Loan Parties, due execution and delivery and enforceability of this Agreement and the enforceability of the Loan Documents and the enforceability of the Liens arising under the Loan Documents, and such other matters as the Administrative Agent may reasonably request and in form and substance request, as reasonably satisfactory to the approved by Administrative Agent; (ivv) to the extent not delivered prior to the Closing Date, (A) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, either (1) certified as unchanged since last delivery of such document to the Administrative Agent, or (2) certified as of a recent date by such Governmental Authority, together with, if applicable, and (B) certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (andjurisdiction, together with, if appropriate in any such jurisdictionapplicable, related tax certificates); (vvi) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vivii) a certificate of a Responsible Officer of the Borrower Borrowers to the effect that (A) each condition set forth in Sections 3.1(c), (d3.1(e)(ii) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied; satisfied and (viiB) insurance certificates in form both the Loan Parties taken as a whole and substance satisfactory Borrowers are Solvent giving effect to the Administrative Agent payment required pursuant to clause (b), below, and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force payment of all estimated legal, accounting and effect other fees and have all endorsements required by such Section 7.5expenses related hereto and thereto; (viii) [Reserved]; and (ix) not later than the Perfection Certificate and all other documents listed in, and required to be delivered on or date three (3) days prior to the Closing Date pursuant toDate, all documents and information reasonably determined by any Lender as being required by regulatory authorities under the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything Patriot Act or any applicable “know your customer” or anti-money laundering rules or regulations, to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); extent requested at least ten (ix10) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant days prior to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral mattersClosing Date.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and in sufficient copies for each Lender: (i) this Agreement Agreement, duly executed and delivered by each Loan Party the Borrowers and, for the account of each Lender having requested requesting the same by notice to same, a Note or Notes of the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility Borrowers conforming to the requirements set forth in Section 2.14(e)herein; (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAffirmation Agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents Party with respect to its obligations under the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant Existing Loan Documents to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankwhich it is a party; (iii) duly executed a favorable opinions opinion of (A) Dyke▇▇ ▇▇▇s▇▇▇ ▇▇▇C, counsel to the Loan Parties Parties, in New Yorksubstantially the form of Exhibit F, Delaware and Texas, each addressed to the AgentsAdministrative Agent, the ArrangersCollateral Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request and in form and substance reasonably satisfactory (B) counsel to the Administrative AgentAgent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Effective Date; (iv) a copy of each Constituent Document all amendments and modifications to the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party that is on file with any Governmental Authority in any jurisdiction(translated into English if applicable) made since the Original Effective Date, certified as of a recent date by the applicable Governmental Authority of the jurisdiction of incorporation of such Governmental AuthorityLoan Party, together with, if applicable, with certificates of such official attesting to the good standing of each such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates)Party; (v) a certificate of the secretary, assistant secretary, Secretary or other similar officer an Assistant Secretary of each Loan Party certifying (A) as to the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan DocumentDocument or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that all amendments and modifications to the by-laws (or equivalent Constituent Documents Document) of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on made since the date of such certification (orOriginal Effective Date, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board 's Board of directors Directors (or other appropriate equivalent governing body body) approving and authorizing the execution, delivery and performance of each this Agreement and the other Loan Document Documents required to be delivered hereunder to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (vi) a certificate of the Chief Financial Officer of each of the Borrowers, stating that such Borrower is Solvent after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 4.7 and the payment of all estimated legal, accounting and other fees related hereto and thereto; (vii) a certificate of a Responsible Officer of the Borrower Company and of each of the Borrowing Subsidiary to the effect that each (A) the condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) no litigation other than that listed on Schedule 4.5 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, would have a Material Adverse Effect and (C) as of the Effective Date, the schedule of asset sales attached thereto is a true and complete detailed itemization of the Asset Sales set forth on Schedule 6.5; (viiviii) insurance certificates in form and substance evidence satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 5.3 and any Collateral Document are in full force and effect and have effect, together with endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee under all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required insurance policies to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required maintained with respect to any property or facility leased by any Loan Party)the properties of the Borrowers and its Subsidiaries; (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and there shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instrumentsoccurred no Material Adverse Change since March 31, together with note powers or other instruments of transfer with respect thereto endorsed in blank2001; (x) evidence satisfactory to the Collateral Agent that Borrower has retainedAcknowledgment and Consent of Oxford Investment Group, at Inc., duly executed by Oxford Investment Group, Inc.; (xi) the Lenders shall have received the Projections; (xii) the Lenders shall have received and be satisfied with unaudited financial statements of the Company and its sole cost and expense, a service provider acceptable to the Collateral Agent Subsidiaries for the tracking Fiscal Year ending March 31, 2001, duly certified (subject to year-end audit adjustments) by the Chief Financial Officer or Treasurer of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofCompany as having been prepared in accordance with GAAP; and (xixiii) evidence that each such other certificates, documents, agreements and information respecting any Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e);; CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by Borrower and each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankblank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) both the Loan Parties, taken as a whole, and the Borrower, individually, are Solvent after giving effect to the Loans, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (C) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement) and (D) attached thereto are calculations demonstrating a pro forma Consolidated Leverage Ratio of Holdings, after giving effect to the Related Transactions and the initial fundings hereunder, of not greater than 6.04 to 1.0; CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (vii) the Intercreditor Agreement duly executed by the Borrower, Holdings, the First Lien Agent and the Administrative Agent; (viiviii) the Assignment of Representations duly executed by the Borrower, MSNH and the Merger Sub and consented to by the Acquired Company; (ix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;; and (x) evidence satisfactory to such other documents and information as any Lender through the Collateral Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, Administrative Agent and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) Mortgages for each fee owned real property of the Loan Parties identified on Schedule 4.16 (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto and such Landlord Waivers as the Administrative Agent may request for all leased locations with Collateral in excess of $25,000; (iv) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texastogether with such other local counsel opinions as the Administrative Agent may reasonably request, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates), except for such jurisdictions where the failure to be so qualified would not have a Material Adverse Effect; (vvi) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vivii) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) the Borrower and its Subsidiaries on a consolidated basis are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of the Acquisition Agreement, Senior Subordinated Notes Indenture, Junior Subordinated Notes Indenture and Bridge Note Purchase Agreement; (viiviii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viiiix) (a) interim unaudited quarterly financial statements of the Perfection Certificate Borrower and all other documents listed inthe Acquired Company and its subsidiaries for each fiscal quarter ended after June 30, 2009 and 30 days before the Closing Date, and required to be delivered on or prior (b) to the Closing Date pursuant toextent available, interim unaudited monthly financial statements of Borrower and the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to Acquired Company and its subsidiaries for each month ended after the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased most recent fiscal quarter for which financial statements were received by any Loan Party); (ix) all Indebtedness permitted to be incurred Administrative Agent pursuant to Section 8.1(eclause (a) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blankabove; (x) evidence satisfactory a Master Agreement for Standby Letters of Credit between Borrower and GE Capital. (xi) Pro Forma Balance Sheet of the Borrower and its Subsidiaries as of September 30, 2009, after giving effect to this Agreement and the Collateral Agent that Borrower has retained, at its sole cost Related Agreements and expense, (b) Borrower’s business plan which shall include a service provider acceptable to the Collateral Agent financial forecast on a monthly basis for the tracking of all of UCC financing statements of Borrower first 12 months after the Closing Date, on a quarterly basis through 2012 and on an annual basis thereafter through 2015 prepared by Borrower’s management; (xii) duly executed pay-off letters from the Guarantors and that will provide notification Existing Agents with respect to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofeach Existing Credit Agreement; and (xixiii) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent Agents shall have received on or prior to the Closing Date each of the following, each dated the Closing Amendment Effective Date (unless otherwise agreed by the Administrative AgentAgents), in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each LenderAgents: (i) this Agreement Amendment, duly executed by each Loan Party andthe Borrowers, for the account of each Lender having requested Guarantors, the same by notice to Arrangers and the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Agents; (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly Lenders’ Consent executed by each Loan Party(x) the number of Lenders which, together with when combined, constitute the Required Lenders and (Ay) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence 100% of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankRevolving Credit Lenders; (iii) duly executed a copy of the Amended and Restated Stock Purchase Agreement, dated as of October 27, 2006, by and between PSI and FHC Health Systems, Inc. (the “ABS Acquisition Documentation”) certified as being complete and correct by a Responsible Officer of PSI; (iv) closing of the ABS Acquisition on terms consistent with the ABS Acquisition Documentation without any material waiver or amendment thereto not consented to by the Administrative Agents; (v) a favorable opinions opinion of W▇▇▇▇▇ Landsen D▇▇▇▇▇ & D▇▇▇▇, counsel to the Loan Parties in New YorkParties, Delaware and Texas, each addressed to the Administrative Agents, the ArrangersCollateral Agent, the Lenders and the L/C Issuer and the Lenders and addressing such other matters as the any Lender or L/C Issuer through any Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a partyrequest; (vi) a certificate of a Responsible Officer the Secretary or an Assistant Secretary of the Borrower to the effect each Loan Party certifying as follows: (A) that each condition set forth in Sections 3.1(c), (d) officer of such Loan Party that was authorized to execute and (e) (and, with respect to such certificate, delivered on deliver any Loan Document or any other document required under the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required Credit Agreement to be executed and delivered by or on or prior to behalf of such Loan Party on the Closing Date pursuant toor thereafter is authorized to execute and deliver any Loan Document or any other document required under this Amendment to be executed and delivered by or on behalf of such Loan Party, other than as may be attached to such certificate of the Schedule Secretary or Assistant Secretary which attachment shall certify the names and true signatures of Documents attached hereto as Exhibit 3.1(aeach additional officer of such Loan Party that has been authorized to execute and deliver any Loan Document or any other document required under this Amendment to be executed and delivered by or on behalf of such Loan Party, (B) (notwithstanding anything that there have been no changes to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property articles or facility leased by any certificate of incorporation (or equivalent Organization Document) of each Loan Party); (ix) all Indebtedness permitted to be incurred Party delivered pursuant to Section 8.1(ethe Credit Agreement on the Closing Date or thereafter, other than as may be attached to such certificate of the Secretary or Assistant Secretary which attached articles or certificate of incorporation (or equivalent Organization Document) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments certified as of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested recent date by the Collateral Agent with respect to collateral matters.Secretary of State of the State of organization of such Loan Party,

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan PartyParty (which for purposes of this Section 3.1(a) shall not include the Target or any of its Subsidiaries if the Closing Date is not also the Merger Funding Date), together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) except to the extent otherwise expressly provided under Section 7.15, all documents representing all Securities Securities, chattel paper and instruments being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank, and (C) except to the extent otherwise expressly provided under Section 7.15, all Control Agreements that, in the reasonable 45 judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by the parties thereto; (iii) the Intercreditor Agreement duly executed by the Administrative Agent, First Lien Administrative Agent, Holdings, the Borrower and the other Loan Parties; (iv) duly executed favorable opinions of counsel to the Loan Parties in New YorkYork and in each other jurisdiction in which a Loan Party (other than the Inactive Subsidiaries) is organized, Delaware and Texassatisfactory to the Administrative Agent, each addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivv) a copy of each Constituent Document of each Loan Party (other than the Inactive Subsidiaries) that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vvi) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party (other than the Inactive Subsidiaries) in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document and who will execute any such Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s 's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vivii) a certificate of a Responsible Officer of the Borrower Holdings to the effect that each condition set forth in Sections Section 3.1(c) (to such Responsible Officer's knowledge), (dSection 3.1(d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied; (viiviii) a certificate of a Responsible Officer of Holdings to the effect that Holdings and its Subsidiaries taken as a group on a consolidated basis are Solvent after giving effect to the borrowing of the Loans, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (ix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory copies of the financial statements, projections and Pro Forma Financial Statements referred to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofin Section 4.4; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and in sufficient copies for each Lender: (i) this Agreement Agreement, duly executed and delivered by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)signatory hereto; (ii) an Affirmation of Obligations and Release, in substantially the Guaranty form of Exhibit F (Form of Affirmation of Obligations and Security Agreement and any intellectual property security agreementsRelease), duly executed by the Company and each Loan PartySubsidiary Guarantor; (iii) an amendment to the Mortgage over the S▇▇▇▇▇▇▇▇ Property, together with (A) copies of UCC and title insurance policies (or marked-up unconditional binders for such insurance or other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect acceptable to the priority Administrative Agent proving ownership thereof), zoning letters and certificates of the security interest of the Collateral Agent in the Collateraloccupancy, and evidence that current as-built surveys and a surveyor’s certificate therefor have been ordered for such parcel, in each case satisfactory in form and substance to the Administrative Agent, in its sole discretion exercised reasonably, (B) evidence that the recording of counterparts of such amendment in the recording offices specified in such amendment will create a valid and enforceable first-priority lien, subject, to the extent permitted in such Mortgage, to Customary Permitted Liens, on property described therein in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be reasonably requested by the Collateral Agent, required or desired under local law) and (BC) all documents representing all Securities being pledged pursuant an opinion of Texas counsel in form and substance and from counsel satisfactory to such Guaranty and Security Agreement and related undated powers or endorsements duly executed each Agent in blankits sole discretion exercised reasonably; (iiiiv) duly executed a favorable opinions opinion of counsel to the Loan Parties in covering matters of New York, Delaware and Delaware, Texas, Oregon and New Hampshire law, in each case addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivv) a copy of each Constituent Document the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party that is on file with any Governmental Authority in any jurisdictionParty, certified as of a recent date by the Secretary of State of the state of incorporation of such Governmental AuthorityLoan Party, together with, if applicable, with certificates of such official attesting to the good standing of each such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates)Party; (vvi) a certificate of the secretary, assistant secretary, Secretary or an Assistant Secretary or other similar officer authorized signatory of each Loan Party certifying (A) as to the names and true signatures of each officer or authorized signatory of such Loan Party who has been authorized to execute and deliver any Loan DocumentDocument or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that the by-laws (or equivalent Constituent Documents Document) of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, or that there have been was no changes from such Constituent Document so deliveredchange thereto since the by-laws last delivered to Administrative Agent in connection with the Existing Credit Agreement), and (C) as to the resolutions of such Loan Party’s board Board of directors Directors (or other appropriate equivalent governing body body) approving and authorizing the execution, delivery and performance of each this Agreement and the other Loan Document Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (v) above; (vivii) a certificate of a Responsible Officer of each Borrower, stating that each Borrower is Solvent after giving effect to the Borrower initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (viii) a certificate of a Responsible Officer to the effect that each (A) the condition set forth in Sections 3.1(c), (d) and (eSection 3.2(b) (and, with respect Conditions Precedent to such certificate, delivered on the date Each Loan and Letter of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (dCredit) has been satisfiedsatisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that, would have a Material Adverse Effect or can reasonably be expected to impose materially adverse conditions upon the Facility or the transactions contemplated hereby; (viiix) insurance certificates in form and substance evidence satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect and have effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required insurance policies to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required maintained with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument the properties of Holdings, the Company and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;its Subsidiaries; and (x) evidence satisfactory to the Collateral Agent that Borrower has retainedsuch other certificates, at its sole cost documents, agreements and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each information respecting any Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement (including all exhibits, schedules and annexes) duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankblank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents (including the Cash Management Annex) as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) the Intercreditor Agreement; (iv) each of the Related Documents; (v) a duly executed favorable opinions opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties in New YorkParties, Delaware and Texas, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivvi) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vvii) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (viviii) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) both the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement); (viiix) insurance certificates in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;; and (x) evidence satisfactory to such other documents and information as any Lender through the Collateral Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by the Borrower and each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, Administrative Agent and (B) all documents certificates and instruments representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank;. (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdictionthe jurisdiction of such Loan Party’s organization, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to the initial Loans, any delayed draw Term Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (C) the Consolidated EBITDA, after giving pro forma effect to the consummation of the Acquisition, including adjustments reasonably acceptable to the Administrative Agent, for the Borrower for the last period of twelve months ending on the most recently ended month for which financial statements are available is not less than $22,000,000, (D) the Indebtedness of the Borrower on the Closing Date after giving effect to the initial Loans, any delayed draw Term Loans and Letters of Credit issued on the Closing Date is not in excess of $65,000,000 and (E) attached thereto is a complete and correct copy of each Related Document; (vii) insurance certificates in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5;; and (viii) the Perfection Certificate a completed perfection certificate in form and all other documents listed in, and required to be delivered on or prior substance reasonably satisfactory to the Closing Date pursuant toAdministrative Agent, duly executed by the Schedule Borrower on behalf of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument itself and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instrumentseach Guarantor, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral mattersattachments contemplated thereby.

Certain Documents. The Administrative Agent and the Collateral Subordinated Notes Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Subordinated Notes Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Subordinated Notes Agent and each Lenderthe Required Noteholders: (i) this Agreement duly executed by each Loan Party Holdings and the Company and, for the account of each Lender Noteholder having requested the same by notice to the Administrative Subordinated Notes Agent and the Borrower Company received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the BorrowerCompany), Subordinated Notes referred to in each applicable Facility conforming Section 2.1 duly executed by the Company to the requirements set forth in Section 2.14(e)order of each such Noteholder; (ii) [Reserved] (iii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan Party, together with Guarantor, (Aiv) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested Subordination Agreement duly executed by the Collateral AgentCompany, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security the administrative agent under the Senior Credit Agreement and related undated powers or endorsements duly executed in blankthe Subordinated Notes Agent; (iiiv) duly executed favorable opinions of counsel to the Loan Credit Parties in New York, Delaware California, Illinois and TexasMinnesota, each addressed to the Agents, the Arrangers, the L/C Issuer Subordinated Notes Agent and the Lenders Noteholders and addressing such matters as the Administrative Subordinated Notes Agent may reasonably request and in form and substance reasonably satisfactory request; provided, however that subject to the consent of the Administrative Agent, opinions with respected to Minnesota law may be given by New York counsel on a limited and qualified basis so long as the Borrower agrees to deliver Minnesota counsel opinion within 5 Business Days of the Closing Date; (ivvi) a copy of each Constituent Document of each Loan Credit Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Credit Party in such jurisdiction and each other jurisdiction where such Loan Credit Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vvii) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Credit Party in charge of maintaining books and records of such Credit Party certifying as to (A) as to the names and signatures of each officer of such Loan Credit Party authorized to execute and deliver any Loan Subordinated Notes Document, (B) that the Constituent Documents of such Loan Credit Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivvi) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Credit Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Subordinated Notes Document to which such Loan Credit Party is a party; (viviii) a certificate of a Responsible Officer of the Borrower Company to the effect that (A) each condition set forth in Sections 3.1(c), (d3.1(d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (df) has been satisfied, (B) both the Credit Parties taken as a whole and the Company are Solvent after giving effect to the Subordinated Notes, the consummation of the Related Transactions and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of each Related Document; (viiix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Subordinated Notes Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;; and (x) evidence satisfactory to such other documents and information as any Noteholder through the Collateral Subordinated Notes Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Closing Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement Amendment, duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed delivered by the Borrower), Notes in each applicable Facility conforming to Guarantor, the requirements set forth in Section 2.14(e)Administrative Agent, the Issuer and the Requisite Lenders; (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by the Borrower, each Loan Party, together with (A) copies of UCC Guarantor and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) the Deposit Account Control Agreements with respect to the Borrower and TOUSA Homes, Inc.; (iv) evidence reasonably satisfactory to the Administrative Agent that proper financing statements have been duly executed filed under the UCC of all applicable jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority security interests created under the Security Agreement, covering the Collateral described therein; (v) a favorable opinions opinion of G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP and G▇▇▇▇▇▇▇▇ Traurig, P.A., counsel to the Loan Parties in New York, Delaware and Texas, each addressed to substantially the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentof Exhibit E hereto; (ivvi) a copy of each the articles or certificate of incorporation (or equivalent Constituent Document Document) of each Loan Party that is on file with any Governmental Authority in any jurisdictionParty, certified as of a recent date by the Secretary of State of the state of organization or formation of such Governmental AuthorityLoan Party, together with, if applicable, with certificates of such official attesting to the good standing of each such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified (unless waived by the Administrative Agent for a period of up to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates30 days); (vvii) a certificate of the secretary, assistant secretary, Secretary or other similar officer an Assistant Secretary of each Loan Party certifying (A) as to the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan DocumentDocument or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that the by-laws (or equivalent Constituent Documents Document) of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (orcertification, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board Board of directors Directors (or other appropriate equivalent governing body body) approving and authorizing the execution, delivery and performance of each this Amendment and the other Loan Document Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause vi; (viviii) a certificate of a Responsible Officer of the Borrower to the effect that each condition after giving effect to this Amendment (A) there is no Default or Event of Default which has occurred and is continuing under the March 2006 Credit Agreement and (B) the representations and warranties set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date Article IV of the initial funding March 2006 Credit Agreement, in this Amendment and in the other Loan Documents shall be true and correct as of the Term LoanAmendment Effective Date, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory except to the Administrative Agent extent such representations and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are warranties expressly relate to an earlier date, in full force which case such representation and effect warranties shall have been true and have all endorsements required by correct on and as of such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)earlier date; (ix) all Indebtedness permitted to be incurred pursuant to a Borrowing Base Certificate otherwise complying with the provisions of Section 8.1(e6.1(i) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instrumentscalculated as of September 30, together with note powers or other instruments of transfer with respect thereto endorsed in blank;2006; and (x) evidence satisfactory to the Collateral Agent that Borrower has retainedsuch other certificates, at its sole cost documents, agreements and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each information respecting any Loan Party shall have taken or caused to be taken such actionsas any Lender that has delivered an executed counterpart of this Amendment may, including with respect to filings or recordingsthrough the Administrative Agent, reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent Such Purchaser shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to such Purchaser: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) A good standing certificate (or equivalent) for each Note Party from the Administrative Secretary of State of the jurisdiction of organization of such Note Party dated of a recent date prior to such Closing and such other evidence of the status of such Note Party as such Purchaser may reasonably request. (iii) Subject to Section 9.7, the Subsidiary Guaranty Agreement and any other Guaranty Agreement required pursuant to this Agreement, duly executed and delivered by each party required to be a Guarantor pursuant to the Note Documents. (iv) Subject to Section 9.8, the Security Documents, in each case duly executed and delivered by each party required to be a party thereto pursuant to the Note Documents. (v) Subject to Section 9.8, the Intercreditor Agreement and/or any other intercreditor agreement required pursuant to Section 10.3(e) of this Agreement, in each case duly executed and delivered by each party required to be a party thereto pursuant to the Note Documents. (vi) Subject to Section 9.8, evidence of all such actions as such Purchaser shall reasonably require to perfect the Liens created pursuant to the Security Documents, including the filing of appropriately completed and duly authorized Uniform Commercial Code financing statements. (vii) Subject to Section 9.8, evidence that the Liens created by the Security Documents constitute first priority liens (except for any Liens expressly permitted by Section 10.3), including satisfactory Uniform Commercial Code or other applicable search reports and satisfactory authorizations to file releases of Liens or termination statements with respect to any existing prior liens to be released. (viii) Certificates of insurance satisfactory to such Purchaser in all respects evidencing the existence of all insurance required to be maintained by the Note Parties pursuant to the Note Documents, together with, subject to Section 9.8, all lender’s loss payable endorsements in favor of the Collateral Agent and additional insured endorsements in favor of the Collateral Agent demonstrating and the holders of Notes as such Purchaser may request. 3578247962676392 -11- (ix) Evidence that substantially simultaneously with the Series A Closing, all Indebtedness of the Company and any Subsidiary (including Indebtedness under the Existing Credit Agreement, but excluding any Indebtedness permitted pursuant to Section 10.2) is paid in full, the related credit facilities thereunder, if any, are terminated and any Liens securing the same are released. (x) In respect of the Series A Closing, evidence that the insurance policies required by Section 7.5 are Credit Agreement is (or substantially simultaneously shall be) in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instrumentseffect, together with note powers or a fully executed copy thereof and of each other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; andCredit Document requested by such Purchaser. (xi) evidence that each Loan Party shall have taken All other documents, certificates or caused to be taken information as such actions, including with respect to filings or recordings, Purchaser may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent Such Purchaser shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to such Purchaser: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) A good standing certificate (or equivalent) for each Note Party from the Administrative Secretary of State of the jurisdiction of organization of such Note Party dated of a recent date prior to such Closing and such other evidence of the status of such Note Party as such Purchaser may reasonably request. (iii) Subject to Section 9.7, the Subsidiary Guaranty Agreement and any other Guaranty Agreement required pursuant to this Agreement, duly executed and delivered by each party required to be a Guarantor pursuant to the Note Documents. (iv) Subject to Section 9.8, the Security Documents, in each case duly executed and delivered by each party required to be a party thereto pursuant to the Note Documents. (v) Subject to Section 9.8, the Intercreditor Agreement and/or any other intercreditor agreement required pursuant to Section 10.3(e) of this Agreement, in each case duly executed and delivered by each party required to be a party thereto pursuant to the Note Documents. (vi) Subject to Section 9.8, evidence of all such actions as such Purchaser shall reasonably require to perfect the Liens created pursuant to the Security Documents, including the filing of appropriately completed and duly authorized Uniform Commercial Code financing statements. (vii) Subject to Section 9.8, evidence that the Liens created by the Security Documents constitute first priority liens (except for any Liens expressly permitted by Section 10.3), including satisfactory Uniform Commercial Code or other applicable search reports and satisfactory authorizations to file releases of Liens or termination statements with respect to any existing prior liens to be released. (viii) Certificates of insurance satisfactory to such Purchaser in all respects evidencing the existence of all insurance required to be maintained by the Note Parties pursuant to the Note Documents, together with, subject to Section 9.8, all lender’s loss payable endorsements in favor of the Collateral Agent and additional insured endorsements in favor of the Collateral Agent demonstrating and the holders of Notes as such Purchaser may request. (ix) Evidence that substantially simultaneously with the Series A Closing, all Indebtedness of the Company and any Subsidiary (including Indebtedness under the Existing Credit Agreement, but excluding any Indebtedness permitted pursuant to Section 10.2) is paid in full, the related credit facilities thereunder, if any, are terminated and any Liens securing the same are released. (x) In respect of the Series A Closing, evidence that the insurance policies required by Section 7.5 are Credit Agreement is (or substantially simultaneously shall be) in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instrumentseffect, together with note powers or a fully executed copy thereof and of each other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; andCredit Document requested by such Purchaser. (xi) evidence that each Loan Party shall have taken All other documents, certificates or caused to be taken information as such actions, including with respect to filings or recordings, Purchaser may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lenderthe Required Lenders: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such the Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankblank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party;; AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth (A) both the Loan Parties, taken as a whole, and the Borrower, individually, are Solvent after giving effect to the Loans, the consummation of the Related Transactions, the application of the proceeds thereof in Sections 3.1(caccordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (B) attached thereto are calculations demonstrating a pro forma Consolidated Leverage Ratio of Holdings (as such Consolidated Leverage Ratio was calculated under the Existing Credit Agreement), (d) after giving effect hereto and (e) (and, with respect to such certificate, delivered based on the date unaudited Consolidated financial statements of Holdings for the initial funding Fiscal Year ending on or about December 31, 2008, of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfiednot greater than 4.61 to 1.0; (vii) a business associate agreement duly executed by each Group Member and the Administrative Agent in form and substance reasonably satisfactory to Borrower and Administrative Agent; (viii) a Reaffirmation Agreement duly executed by the Loan Parties; (ix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viiix) unaudited Consolidated financial statements, in form and substance as set forth in Section 6.1(a) and otherwise reasonably satisfactory to Administrative Agent, for Holdings for the Perfection Certificate and all other documents listed inFiscal Month ending January 31, 2009, and required to be delivered on or prior including a Compliance Certificate after giving pro forma effect to the Closing Date pursuant to, transactions contemplated hereunder and the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)Related Transactions; (ixxi) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofPost-Closing Obligations Letter; and (xixii) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Facilities Increase Date for such Facilities Increase each of the following, each dated the Closing such Facilities Increase Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement written commitments duly executed by each Loan Party existing Lenders or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in the Facilities Increase Notice) and, in the case of each such Eligible Assignee, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule I), effective as of the Facilities Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facilities Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent but, which, in any case, except for interest, fees, scheduled repayment dates and maturity, shall not be applied materially differently to the Facilities Increase and the existing Facilities; (iii) for the account of each Lender or Eligible Assignee participating in such Facilities Increase having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 three Business Days prior to the Closing Facilities Increase Date (or such later date as may be agreed by the Borrower), Notes in each applicable for the Term Loan Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of for each Loan Party that is on file with (other than the Inactive Subsidiaries) executing any Governmental Authority in any jurisdictionLoan Document as part of such Facilities Increase, certified as a certificate of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing secretary or other officer of such Loan Party in such jurisdiction charge of maintaining books and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer records of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) certifying as to the resolutions of such Loan Party’s 's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document document executed as part of such Facilities Increase to which such Loan Party is a party; (viv) a certificate duly executed favorable opinions of a Responsible Officer of the Borrower counsel to the effect that Loan Parties, in New York, and in each condition set forth other jurisdiction in Sections 3.1(c)which a Loan Party (other than the Inactive Subsidiaries) is organized, (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed inAgent, and required to be delivered on or prior each addressed to the Closing Date pursuant toAdministrative Agent, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement L/C Issuers and the Collateral Lenders and addressing such matters as the Administrative Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofmay reasonably request; and (xivi) evidence that each Loan Party shall have taken such other documents as the Administrative Agent may reasonably request or caused as any Lender participating in such Facilities Increase may require as a condition to be taken its commitment in such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral mattersFacilities Increase.

Certain Documents. The Administrative Agent and the Collateral Agent Purchasers shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative AgentRequired Purchasers, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each LenderRequired Purchasers: (i) this Agreement and the Notes, each duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Issuer; (ii) the Guaranty and Security Agreement and any intellectual property security agreementsGuaranty, duly executed by each Loan Party, together with Guarantor; (Aiii) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateraldocuments, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankRequired Purchasers; (iiiiv) certificates representing the Granted Series E Preferred Shares, each duly executed by the Issuer; (v) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texastogether with such other local counsel opinions as the Required Purchasers may reasonably request, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders Purchasers and addressing such matters as the Administrative Agent Required Purchasers may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivvi) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates), except for such jurisdictions where the failure to be so qualified would not have a Material Adverse Effect; (vvii) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (viviii) a certificate of a Responsible Officer of the Borrower Issuer to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) this Section 3.1 has been satisfied, (B) the Issuer and its Subsidiaries on a consolidated basis are Solvent after giving effect to the issuance of the Notes, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of the Acquisition Agreement, Senior Credit Documents, Senior Subordinated Documents and Bridge Loan Documents; (viiix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent Required Purchasers demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blankeffect; (x) evidence satisfactory (a) interim unaudited quarterly financial statements of the Issuer and the Acquired Company and its subsidiaries for each Fiscal Quarter ended after June 30, 2009 and 30 days before the Closing Date, and (b) to the Collateral Agent that Borrower has retainedextent available, at interim unaudited monthly financial statements of Issuer and the Acquired Company and its sole cost subsidiaries for each month ended after the most recent Fiscal Quarter for which financial statements were received by Purchasers pursuant to clause (a) above; (xi) Evidence of the election of one member of the Board of Directors of Issuer who was nominated by Falcon and expenseSankaty; (xii) Pro Forma Balance Sheet of the Issuer and its Subsidiaries as of September 30, 2009, after giving effect to this Agreement and the Related Transactions and (b) Issuer’s business plan which shall include a service provider acceptable to the Collateral Agent financial forecast on a monthly basis for the tracking of all of UCC financing statements of Borrower first 12 months after the Closing Date, on a quarterly basis through 2012 and on an annual basis thereafter through 2015 prepared by Issuer’s management; (xiii) duly executed pay-off letters from the Guarantors and that will provide notification Existing Agents with respect to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofeach Existing Credit Agreement; and (xixiv) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Purchaser through the Required Purchasers may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (ia) this Agreement Amendment, with all corresponding schedules, duly executed by the Borrower, on behalf of itself and each other Loan Party andParty, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Required Lenders; (iib) an amendment to the Guaranty and Security First Lien Credit Agreement and any intellectual property security agreements(the “First Lien Amendment”), duly executed by each Loan Partythe Borrower, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral First Lien Administrative Agent, and the Lenders (Bas defined therein) all documents representing all Securities being pledged pursuant necessary to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankgive effect thereto; (iiic) duly executed favorable opinions evidence that the maturity of counsel that certain Promissory Note dated November 2, 2005 payable to K&F Limited Partnership (the Loan Parties in New York“Seller Note”) has been extended to a date not earlier than November 2, Delaware 2014 and Texas, each addressed to that any revised terms of the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably Seller Note are satisfactory to the Administrative Agent; (ivd) a copy of each Constituent Document of for each Loan Party that is on file with any Governmental Authority in any jurisdictionParty, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each by an officer of such Loan Party authorized reasonably acceptable to execute and deliver any the Administrative Agent appending (i) such Loan DocumentParty’s articles of incorporation (or corporate charter or similar organizational documents), together with all amendments thereto, (Bii) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification Party’s bylaws, together with all amendments thereto, (or, for any such Constituent Document delivered pursuant to clause (iviii) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors (or other appropriate equivalent governing body body), approving and authorizing the execution, delivery and performance of each Loan Document to which this Amendment and all transactions and documents related thereto, (iv) good standing certificates dated within 10 Business Days of the Second Amendment Effective Date from the applicable Governmental Authority of the state of incorporation of such Loan Party is and each other state where a partyfailure by such Loan Party to maintain good standing therein could cause a Material Adverse Effect and (v) signature and incumbency information for each of the officers of such Loan Party executing this Amendment and any documents related thereto, with each of the foregoing certified as of the Second Amendment Effective Date by such officer as being in full force and effect without any modification or amendment; (vie) a certificate by the Chief Financial Officer of each Loan Party, dated the Second Amendment Effective Date, stating that since the Closing Date (i) no litigation, proceedings or investigations have been commenced which could reasonably be expected to have a Responsible Officer Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement, the Second Amendment or any other Loan Document, (ii) there have been no Restricted Payments that were not permitted under the terms of the Credit Agreement as in effect at the time such Restricted Payment was made, and (iii) there has been no material increase in liabilities, liquidated or contingent, other than Advances (as defined in the First Lien Credit Agreement), and no material decrease in assets of the Borrower and its Subsidiaries, except to the effect extent that each condition set forth in Sections 3.1(c)the value of existing assets has decreased; (f) an opinion of counsel, (d) including regulatory and (e) (andgaming counsel, for the Loan Parties with respect to such certificatethe Second Amendment and the transactions contemplated thereby, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5its counsel; (viiig) the Perfection Certificate a duly executed subordination agreement in form and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence substance satisfactory to the Collateral Administrative Agent that with regards to Affiliate Subordinated Debt incurred by the Borrower has retainedon the Second Amendment Effective Date, at its sole cost subordinating such Debt in right and expense, a service provider acceptable time of payment to the Collateral Agent for the tracking of all of UCC financing statements of Borrower Obligations and the Guarantors containing such other terms and that will provide notification conditions satisfactory to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofAdministrative Agent; and (xih) evidence that each Loan Party shall have taken or caused such additional documentation related to be taken such actions, including with respect to filings or recordings, this Amendment as the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequire.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty Guarantee and Security Agreement Agreement, executed and any intellectual property security agreements, duly executed delivered by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankGroup Member; (iii) the Intercreditor Agreement, executed and delivered by Holdings, the Borrower, the Administrative Agent and the Second Lien Administrative Agent; (iv) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, Indiana each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified (where available) as of a recent date by such Governmental Authority, together with, if applicable, certificates (where available) attesting to the good standing of such Loan Party in such the jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates)of its organization; (vvi) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board Board of directors or other appropriate governing body Directors approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party;; and (vivii) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied; , (viiB) insurance certificates both the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in form accordance with Section 7.9 and substance satisfactory the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (C) attached thereto are complete and correct copies of each principal document relating to the Equity Redemption requested by the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viiiD) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to consummation of the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement Related Transactions and the Collateral Agent shall have received all such promissory notes funding of the initial Loans hereunder and the use of proceeds thereof will not constitute a default (or instruments, together any event which with note powers due notice or other instruments lapse of transfer with respect thereto endorsed in blank; (xtime or both will be a default) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements under any material Contractual Obligation of Borrower and or any of its Subsidiaries the Guarantors and that will provide notification default under which could reasonably be expected to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral mattersa Material Adverse Effect.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) 11.1.1. A this Agreement duly executed by each Loan Party the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the 11.1.1. B a Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan Party, together with (A) copies of UCC PPSA, UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement Agreements and related undated powers or endorsements duly executed in blankblank (to the extent not already delivered to the Administrative Agent) and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) 11.1.1. C duly executed favorable favourable opinions of counsel to the Loan Parties in New YorkIllinois, Delaware Ontario, Quebec and TexasNova Scotia, each addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) 11.1.1. D a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral matters.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by Holdings and each Loan Partyof its Subsidiaries (other than Excluded Foreign Subsidiaries), together with (A) copies of UCC UCC, tax, judgment, fixture and other appropriate Intellectual Property search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents than with respect to the priority of the security interest of the Collateral Agent in the CollateralPermitted Liens, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents certificates representing all Securities certificated securities (as defined in the UCC) being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankblank (except as permitted to be delivered after the Closing Date pursuant to Section 7.13(c) or as the Existing Agent has agreed to deliver such certificated securities to the Administrative Agent upon receipt of payment pursuant to the terms of the payoff letter described in clause (c)(iii) below); (iii) duly executed favorable customary opinions of counsel to the Loan Parties in New York, Delaware and TexasParties, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdictionits jurisdiction of organization, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in (x) such jurisdiction and (y) each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or and where such qualification is necessary for the conduct of such Loan Party’s business (and, if appropriate in any such jurisdiction, related tax certificates)) except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect; (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party that is authorized to and will execute and deliver any Loan DocumentDocument on the Closing Date, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d), (e) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (gf) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) each Loan Party is Solvent after giving effect to consummation of the Related Transactions, and (C) attached thereto are complete and correct copies of (x) the Acquisition Agreement together with all exhibits and schedules thereto and any amendments thereto and (y) the Subordinated Note; (vii) a duly executed Borrowing Base Certificate, certified by a Responsible Officer of the Borrower and dated no later than February 28, 2010; (viii) (x) interim Consolidated unaudited monthly financial statements of Holdings and its Subsidiaries for each fiscal month ended after January 31, 2010 and on or prior to 45 days before the Closing Date, each in the form of the monthly financial statements as of January 31, 2010 provided to the Administrative Agent prior to the Closing Date, and (y) a pro forma estimated Consolidated balance sheet of Holdings and its Subsidiaries at the Closing Date after giving effect to the Related Transactions; (ix) a duly executed agreement, dated as of the Closing Date, among CBay Systems, the Borrower and the Administrative Agent with respect to certain matters in the CBay Sales & Services Agreement; (x) except as permitted under Section 7.13(b) to be delivered after the Closing Date, landlord waivers in form and substance reasonably acceptable to the Administrative Agent with respect to each location where the books and records of the Loan Parties are located; and (xi) insurance certificates in form and substance reasonably satisfactory to the Administrative Agent and Collateral naming the Administrative Agent demonstrating that the insurance policies as additional insured or loss payee, as required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral matters.

Certain Documents. The Administrative Agent Borrower and the Collateral Agent Holdings shall have received on or prior furnished to the Closing Date each of the followingAgent, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory acceptable to the Administrative Agent, the Collateral Agent and each Lenderin its sole discretion: (i) this Agreement duly executed by each Loan Party and, for the account Either (x) a certificate of an officer of each Lender having requested of Borrower and Holdings certifying that the same articles or certificate of incorporation of such Person have not been amended, restated or otherwise modified since the Eighth Amendment Effective Date or (y) copies of the articles or certificate of incorporation of each of Borrower and Holdings, together with all amendments, each certified by notice the appropriate governmental officer in such Person’s jurisdiction of incorporation to the Administrative Agent and extent such documents have been amended since the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Eighth Amendment Effective Date; (ii) For each of Borrower and Holdings, its Board of Directors’ resolutions and/or resolutions or actions of any other body authorizing the Guaranty and Security Agreement execution of this Ninth Amendment and any intellectual property security agreementsother Loan Documents to which such Person is a party and either (x) a certificate of an officer of each of Borrower and Holdings certifying that its by-laws or other governing documents have not been amended, duly executed by each Loan Party, together with restated or otherwise modified since the Eighth Amendment Effective Date or (Ay) copies of UCC and its by-laws or other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other governing documents with respect to the priority of extent such documents have been amended since the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank;Eighth Amendment Effective Date; and (iii) duly executed favorable opinions Certificates of counsel good standing, existence or its equivalent with respect to the Loan Parties in New York, Delaware each of Borrower and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, Holdings certified as of a recent date by such the appropriate Governmental Authority, together with, if applicable, certificates attesting to Authorities of the good standing state of such Loan Party in such jurisdiction incorporation or organization and each other jurisdiction where such Loan Party is qualified state in which the failure to do business as so qualify and be in good standing could reasonably be expected to have a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral mattersMaterial Adverse Effect.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Incremental Term A Loan Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent, Agent and each in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i1) this Agreement duly executed by each Loan Party anda certificate of the secretary or assistant secretary (or, for if no secretary or assistant secretary exists, a Responsible Officer or, if customary in the account applicable jurisdiction, any director) of each Lender having requested Credit Party substantially in the same by notice form of Exhibit 5.1(e)(ii) to the Administrative Agent and the Borrower received by each at least 3 Business Days prior Credit Agreement with appropriate insertions, as to the Closing Date incumbency and signature of the officers of each such Credit Party executing any Loan Document (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (iicustomary form and substance) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed certificate or other document or instrument to be delivered pursuant hereto or thereto by each Loan or on behalf of such Credit Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination incumbency of such prior filings secretary or assistant secretary (or, if no secretary or assistant secretary exists, such Responsible Officer or director, as applicable), and certifying as true and correct, attached copies of the Certificate of Incorporation, Certificate of Amalgamation or other documents with respect equivalent document (certified as of recent date by the Secretary of State or other comparable authority where customary in such jurisdiction) and By-Laws (or other Organic Documents of such Credit Party) and the resolutions of such Credit Party and, to the priority extent required, of the security interest equity holders of such Credit Party, referred to in such certificate and all of the Collateral Agent in the Collateralforegoing (including each such Certificate of Incorporation, in each case as may be reasonably requested by the Collateral Agent, Certificate of Amalgamation or other equivalent document and By-Laws (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankother Organic Documents)); (iii2) duly executed favorable opinions A customary good standing certificate or certificate of counsel status or comparable certificate of each Credit Party and the Acquired Business from the Secretary of State (or other governmental authority) of its state, territory or province of organization or such equivalent document issued by any foreign Governmental Authority if applicable in such foreign jurisdiction; (3) A solvency certificate substantially in the form of Exhibit 5.1(e)(iv) to the Loan Parties in New YorkCredit Agreement, Delaware and Texassigned by the chief financial officer of Crown Holdings confirming the solvency of Crown Holdings and its Subsidiaries, each addressed on a consolidated basis after giving effect to the AgentsHeineken Transactions; (4) A pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Crown Holdings as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Incremental Term A Loan Amendment Effective Date (or 90 days in case such four-fiscal quarter period is the end of the Crown Holdings’s fiscal year), prepared after giving effect to the ArrangersHeineken Transactions as if the Heineken Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income); (a) audited consolidated balance sheets of the Crown Holdings and related statements of income, changes in equity and cash flows of the L/C Issuer Crown Holdings for the three most recent fiscal years ended at least 90 days prior to the Incremental Term A Loan Amendment Effective Date, (b) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Lenders Crown Holdings for each subsequent fiscal quarter (other than the fourth fiscal quarter of the U.S. Borrower’s fiscal year) after the date of the most recent financial statements delivered pursuant to clause (a) above and addressing such matters as ended at least 45 days before the Administrative Agent may reasonably request Incremental Term A Loan Amendment Effective Date and (c) financial statements of the Acquired Business for the periods, and in form and substance reasonably satisfactory substance, required to be delivered pursuant to the Administrative Agent; Heineken Acquisition Agreement (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date hereof); provided that filing of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), the required financial statements on form 10-K and (C) as form 10-Q by the Crown Holdings will satisfy the foregoing requirements with respect to the resolutions of such Loan Party’s board of directors or Crown Holdings and its subsidiaries (other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a partythan Acquired Business); (vi6) (i) a certificate favorable opinion of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates Dechert LLP in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viiiii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior favorable opinions of local counsel to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument Credit Parties in form and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence substance satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofAgent; and (xi7) evidence that each Loan Party shall have taken or caused to be taken such actionsa certificate executed by a Responsible Officer of the U.S. Borrower, including with respect to filings or recordingscertifying satisfaction of the conditions precedent set forth in Sections 3(b)(ii)(1), reasonably requested by the Collateral Agent with respect to collateral matters(iii), (vii) and (viii).

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement (including all exhibits, schedules and annexes) duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable the Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankblank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) the Intercreditor Agreement; (iv) each of the Related Documents; (v) a duly executed favorable opinions opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties in New YorkParties, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivvi) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates);; 39 SECOND LIEN CREDIT AGREEMENT DANKA OFFICE IMAGING (vvii) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (viviii) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) both the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to the Loans, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement); (viiix) insurance certificates in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;; and (x) evidence satisfactory to such other documents and information as any Lender through the Collateral Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Subsequent Borrowing Date each of the following, each dated the Closing Subsequent Borrowing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date A Pledge Amendment (or such later date as may be agreed by the Borrower), Notes defined in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement), duly executed by each Loan PartyParent, with respect to all of the Pledged Stock in Standard Casualty, together with (A) copies of UCC and other appropriate search reports with respect to Parent, and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the CollateralPledged Stock in Standard Casualty, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement Pledge Amendment and related undated powers or endorsements duly executed in blank; (iiiii) duly executed favorable opinions opinion of ▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties Parent, in New York, Delaware York and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iviii) a copy of each Constituent Document of each Loan Party Parent that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party Parent in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (viv) a certificate of the secretary, assistant secretary, secretary or other similar officer in charge of each Loan Party maintaining books and records of Parent, certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivSection 3.2(b)(iii) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s the board of directors or other appropriate governing body of such Loan Party approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (viv) a certificate of a Responsible Officer of the each Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (dSection 3.3(b) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xivi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Lenders and in sufficient copies for each Lender: (i) this Agreement Agreement, duly executed and delivered by each Loan Party of the Borrowers and, for the account of each Lender having requested requesting the same by notice to same, a Note or Notes of the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility Borrowers conforming to the requirements set forth in Section 2.14(e)herein; (ii) the Guaranty and Security Agreement and any intellectual property security agreementsGuaranties, duly executed by each Loan Party, together with the U.S. Borrower and the Subsidiary Guarantors; CREDIT AGREEMENT FMC CORPORATION (iii) a favorable opinion of (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein▇▇▇▇▇▇, together with evidence of the termination of such prior filings and other documents with respect ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel to the priority of the security interest of the Collateral Agent in the CollateralLoan Parties, in each case as may be reasonably requested by substantially the Collateral Agent, form of Exhibit F (Form of Opinion of U.S. Counsel for the Loan Parties) and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed Administrative Agent as to the Agents, the Arrangers, the L/C Issuer enforceability of this Agreement and the Lenders and addressing such matters as other Loan Documents to be executed on the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative AgentClosing Date; (iv) a copy of each the articles or certificate of incorporation (or equivalent Constituent Document Document) of each Loan Party that is on file with required to execute any Governmental Authority in any jurisdictionLoan Document, certified as of a recent date by the Secretary of State of the state of organization of such Governmental AuthorityLoan Party, together with, if applicable, with certificates of such official attesting to the good standing of each such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates)Party; (v) a certificate of the secretary, assistant secretary, Secretary or other similar officer an Assistant Secretary of each Loan Party that is required to execute any Loan Document certifying (A) as to the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan DocumentDocument or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that the by-laws (or equivalent Constituent Documents Document) of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (orcertification, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board Board of directors Directors (or other appropriate equivalent governing body body) approving and authorizing the execution, delivery and performance of each this Agreement and the other Loan Document Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (iv) above; (vi) a certificate of a Responsible Officer of the U.S. Borrower, stating that the U.S. Borrower and the U.S. Borrower and its Subsidiaries on a Consolidated basis are Solvent after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds), the transactions contemplated hereby and the payment of all estimated legal, accounting and other fees related hereto and thereto; (vii) a certificate of a Responsible Officer of the U.S. Borrower to the effect that each (A) the condition set forth in Sections 3.1(c), (d) Section 3.2(b)(Conditions Precedent to Each Loan and (e) (and, with respect to such certificate, delivered on the date Letter of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (dCredit) has been satisfied; satisfied and (viiB) insurance certificates no action, suit, investigation, proceeding or litigation not listed on Section 4.7 (Litigation) shall have been threatened or commenced in form and substance satisfactory any court or before any arbitrator or governmental instrumentality against any Loan Party or any of its Subsidiaries that, (x) if adversely determined, could reasonably be expected to result in or cause a Material Adverse Effect or (y) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the Administrative Agent and Collateral Agent demonstrating that Facilities or the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5transactions contemplated hereby; (viii) a certificate of a Responsible Officer of the Perfection Certificate and all other documents listed inU.S. Borrower setting forth, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)each Foreign Subsidiary, the aggregate principal amount outstanding under all Foreign Credit Lines as of March 31, 2005; (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument such other certificates, documents, agreements and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each information respecting any Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and (except for any Revolving Credit Notes) in sufficient copies for each Lender: (i) this Agreement Agreement, duly executed and delivered by the Borrower and each Loan Party Lender, and, for the account of each Lender having requested requesting the same by notice to the Administrative Agent and same, a Revolving Credit Note or Revolving Credit Notes of the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)herein; (ii) the Guaranty and Security Agreement and any intellectual property security agreementsGuaranty, duly executed and delivered by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence Restricted Subsidiary of the termination of Borrower, such prior filings and other documents that after giving effect thereto, the Borrower would be in compliance with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankSection 6.13; (iii) duly executed a favorable opinions opinion of G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP, counsel to the Loan Parties in New Yorksubstantially the form of Exhibit G, Delaware and Texas, each addressed local counsel to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each the articles or certificate of incorporation (or equivalent Constituent Document Document) of each Loan Party that is on file with any Governmental Authority in any jurisdictionParty, certified as of a recent date by the Secretary of State of the state of organization or formation of such Governmental AuthorityLoan Party, together with, if applicable, with certificates of such official attesting to the good standing of each such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates)Party; (v) a certificate of the secretary, assistant secretary, Secretary or other similar officer an Assistant Secretary of each Loan Party certifying (A) as to the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan DocumentDocument or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that the by-laws (or equivalent Constituent Documents Document) of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (orcertification, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board Board of directors Directors (or other appropriate equivalent governing body body) approving and authorizing the execution, delivery and performance of each this Agreement and the other Loan Document Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition (A) there is no Default or Event of Default which has occurred and is continuing under this Agreement and (B) the representations and warranties set forth in Sections 3.1(c), (d) Article IV and (e) (and, with respect to such certificate, delivered on in the date other Loan Documents shall be true and correct as of the initial funding Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct on and as of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfiedsuch earlier date; (vii) insurance certificates in form and substance satisfactory to a Borrowing Base Certificate otherwise complying with the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by provisions of Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5;6.1(i) calculated as of January 31, 2006; and (viii) the Perfection Certificate such other certificates, documents, agreements and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by information respecting any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to Party as any Lender through the Guaranty and Security Agreement and the Collateral Administrative Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Initial Closing Date each of the following, each dated the Initial Closing Date unless otherwise indicated or agreed to by the Administrative AgentAgent and the Arrangers, in form and substance reasonably satisfactory to each of the Administrative Agent and the Arrangers: (i) the Original Credit Agreement, duly executed and delivered by Holdco Co-Borrower, Parent and Arby’s Opco Borrower, and, for the account of each Lender requesting the same, a Note of Arby’s Opco Borrower conforming to the requirements set forth herein; (ii) the Original Guaranty, duly executed by each Guarantor that was required to be party thereto on the Initial Closing Date; (iii) the Original Pledge and Security Agreement, duly executed by Holdco Co-Borrower, Arby’s Opco Borrower and each Guarantor that was required to be party thereto on the Initial Closing Date, together with each of the following: (A) evidence reasonably satisfactory to each of the Administrative Agent and the Arrangers that, upon the filing and recording of instruments delivered on the Initial Closing Date, the Collateral shall be subject to the Requisite Liens (subject to Liens permitted hereunder), including (x) such documents duly executed by each Loan Party as each of the Administrative Agent and the Collateral Agent may reasonably request with respect to the perfection of the Requisite Liens in the Collateral (including financing statements under the UCC, short-form security agreements relating to patents, trademarks and registered copyrights in the United States suitable for filing with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements and tax and judgment liens that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Initial Closing Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents (if any) representing all Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; and (C) all instruments representing Pledged Debt Instruments being pledged pursuant to the Pledge and Security Agreement duly endorsed in blank, including, without limitation, intercompany notes from Loan Parties and their Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Arrangers; (iiiv) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with [RESERVED]; (v) an opinion of (A) copies of UCC and other appropriate search reports and of all effective prior filings listed thereinP▇▇▇, together with evidence of the termination of such prior filings and other documents with respect Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, counsel to the priority of the security interest of the Collateral Agent in the CollateralLoan Parties, in each case as may be reasonably requested by substantially the Collateral Agentform of Exhibit G (which shall cover New York and Delaware law), and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New YorkAlabama, Delaware Florida, Georgia, Indiana, Michigan, Minnesota and TexasOhio, in each case addressed to the Agents, the Arrangers, the L/C Issuer Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent or the Arrangers may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivvi) a copy of each Closing Date Related Document, in each case certified as being complete and correct by a Responsible Officer of Arby’s Opco Borrower; (vii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document Document) of each Loan Party that is on file with any Governmental Authority in any jurisdictionParty, certified as of a recent date by the Secretary of State of the state of organization of such Governmental AuthorityLoan Party, together with, if applicable, with certificates of such official attesting to the good standing of each such Loan Party and certificates attesting to the good standing of each such Loan Party in such jurisdiction and each other jurisdiction states where such Loan Party it is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates)entity; (vviii) a certificate of the secretary, assistant secretary, or other similar officer Secretary of each Loan Party certifying (A) as to the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan DocumentDocument or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) that the by-laws (or equivalent Constituent Documents Document) of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (orcertification, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board Board of directors or other appropriate governing body Directors approving and authorizing the execution, delivery and performance of each the Original Credit Agreement and the other Loan Document Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party is a partyfrom the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (viix) a certificate of a Responsible Officer of Holdco Co-Borrower stating that Holdco Co-Borrower and its Subsidiaries, taken as a whole, and Arby’s Opco Borrower and its Subsidiaries, taken as a whole, are Solvent on a Consolidated basis after giving effect to the Transactions, the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer of Arby’s Opco Borrower to the effect that each condition (A) the conditions set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (dc) has have been satisfied, (B) no litigation not listed on Schedule 4.7 shall have been commenced against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect and (C) certain other conditions reasonably detailed by the Administrative Agent that are otherwise required to be met have been met; (viixi) insurance certificates in form and substance evidence satisfactory to each of the Administrative Agent and Collateral Agent demonstrating the Arrangers that the insurance policies required by Section 7.5 and any Collateral Document are in full force and effect effect, together with, unless otherwise agreed by each of the Administrative Agent and have the Arrangers, endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured, loss payee and/or mortgagee, as appropriate, under all endorsements required by such Section 7.5insurance policies to be maintained with respect to the properties of Holdco Co-Borrower, Parent, Arby’s Opco Borrower and each other Loan Party; (viiixii) not later than 2 Business Days before the Perfection Certificate Initial Closing Date, the Financial Statements listed on Schedule 4.4 to the Original Credit Agreement. Such Financial Statements (A) shall be prepared in accordance with, or reconciled to, GAAP (other than the absence of footnotes to such unaudited financial statements), (B) shall be prepared on a basis materially consistent with the financial statements previously provided to the Lenders and (C) in the case of the unaudited Financial Statements of the Acquired Businesses, such Financial Statements shall have been reviewed by Ernst & Young LLP in accordance with the procedures set forth in Statement on Standards for Accounting and Review Services No. 1; (xiii) a pro forma consolidated balance sheet (the “Pro Forma Balance Sheet”) of Arby’s Opco Borrower which combines Arby’s Opco Borrower’s consolidated balance sheet as of April 3, 2005 and the Acquired Businesses’ consolidated balance sheet as of March 6, 2005, after giving effect to the Transactions and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant toindebtedness for borrowed money incurred after such dates (collectively, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party“Pro Forma Transactions”); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments a certificate of transfer with respect thereto endorsed in blank; (x) evidence satisfactory the chief financial officer of Arby’s Opco Borrower to the Collateral Agent effect that Borrower has retainedsuch pro forma balance sheet was prepared in good faith based upon reasonable assumptions and that such pro forma balance sheet properly reflects in all material respects adjustments (other than any adjustments related to allocating the purchase price of the RTM Acquisitions) to Arby’s Opco Borrower’s historical balance sheet necessary to account for the Pro Forma Transactions, at its sole cost and expense, a service provider acceptable certificate of the chief accounting of- ficer of the Acquired Businesses to the Collateral Agent effect that such pro forma balance sheet was prepared in good faith based upon reasonable assumptions and that such pro forma balance sheet properly reflects in all material respects adjustments (other than any adjustments related to allocating the purchase price of the RTM Acquisitions) to the Acquired Businesses’ historical balance sheet necessary to account for the tracking Pro Forma Transactions. The chief financial officer of all of UCC financing statements of Arby’s Opco Borrower and the Guarantors and chief accounting officer of the Acquired Businesses shall certify that will provide notification any adjustments allocating the purchase price of the RTM Acquisitions or related to the Collateral Agent ofallocation thereof were prepared in good faith based upon the best available information as of the Initial Closing Date, among other thingsit being understood that such adjustments are estimates, are subject to change and could differ materially from the upcoming lapse or expiration thereoffinal purchase accounting adjustments determined after an asset appraisal has been obtained. The Lenders shall be reasonably satisfied that such balance sheets are not materially inconsistent with the forecasts previously provided to the Lenders. Arby’s Opco Borrower shall have delivered the Projections, which shall not be materially inconsistent with the projections previously provided to the Arrangers; and (xixiv) evidence that each such other certificates, documents, agreements and information respecting any Loan Party shall have taken as any Lender through the Administrative Agent or caused to be taken such actions, including with respect to filings or recordings, the Arrangers may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable the Term Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan Partythe Borrower, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and the Security Agreement and related undated powers or endorsements duly executed in blank, (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Borrower to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the Borrower, the applicable financial institution and (D) the Project Contract Consents; (iii) duly executed favorable opinions of counsel to the Loan Parties in New YorkBorrower, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters of New York, Delaware, Oklahoma and federal law as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party Group Member that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party Group Member in such jurisdiction and each other jurisdiction where such Loan Party Group Member is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of a Responsible Officer of the secretary, assistant secretary, or other similar officer Borrower in charge of each Loan Party maintaining books and records of the Borrower certifying as to (A) as to the names and signatures of each officer of such Loan Party the Borrower authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party each Group Member attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Partythe Borrower’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party the Borrower is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth (A) the Borrower, on a Consolidated basis with White Cliffs, is Solvent after giving effect to the Term Loans, the application of the proceeds thereof in Sections 3.1(c)accordance with Section 7.9, and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (dB) attached thereto are complete and correct copies of each Related Document; (C) all Necessary Governmental Approvals have been obtained and are in full force and effect on and as of the Closing Date and (eD) (and, with respect to such certificate, delivered all Necessary Land Rights have been obtained and are in full force and effect and in the name of White Cliffs on the date and as of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfiedClosing Date; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)[Reserved;] (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument the Initial Projections in form and shall have been pledged pursuant substance satisfactory to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blankAdministrative Agent; (x) evidence a Consent executed by each of the Project Partners in substantially the form of Exhibit F and, except for the SemCrude Energy Partners Cushing Consent which shall be delivered in accordance with Section 7.20, a Project Contract Consent executed by each of the counterparties to the Material Project Documents in substantially the form of Exhibit B; (xi) a connection agreement of SemCrude, L.P. and SemGroup Energy Partners, L.P. for the handling of crude oil at its facilities in Cushing, Oklahoma sufficient for White Cliffs to comply with Section 4 of the Pipeline Agreement and any similar obligation of White Cliffs under any Throughput Agreement (the “Cushing Agreement”); (xii) an agreement of SemCrude, L.P. for the handling of crude oil at its truck unloading facilities in Platteville Station sufficient for White Cliffs to comply with its obligations under any Throughput Agreement (the “Platteville Agreement”); (xiii) copies of all Related Documents, in form and substance satisfactory to the Collateral Agent that Borrower has retainedAdministrative Agent, at its sole cost and expense, a service provider acceptable to including the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofO&M Agreement; and (xixiv) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Facilities Increase Date for such Facilities Increase each of the following, each dated the Closing such Facilities Increase Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement written commitments duly executed by each Loan Party existing Lenders or Qualified Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed among the Borrowers and the Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in the Facilities Increase Notice) and, in the case of each such Qualified Assignee, an assumption agreement in form and substance satisfactory to the Agent and duly executed by the Borrowers, the Agent and such Qualified Assignee; (ii) an amendment to this Agreement (including to Exhibit A), effective as of the Facilities Increase Date and executed by the Borrowers and the Agent, to the extent necessary to implement terms and conditions of the Facilities Increase; (iii) for the account of each Lender or Qualified Assignee participating in such Facilities Increase having requested the same by notice to the Administrative Agent and the Borrower Borrowers received by each at least 3 three Business Days prior to the Closing Facilities Increase Date (or such later date as may be agreed by the BorrowerBorrowers), Revolving Notes in each applicable the Revolving Credit Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent2.3; (iv) a copy for each Credit Party executing any Loan Document as part of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdictionsuch Facilities Increase, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Credit Party’s 's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document document executed as part of such Facilities Increase to which such Loan Credit Party is a party; (viv) a certificate duly executed favorable opinions of a Responsible Officer of the Borrower counsel to the effect that each condition set forth in Sections 3.1(c), Credit Parties (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent, as the Agent may request); it being understood that to the extent that such opinions of counsel shall rely upon any other opinion of counsel, each such other opinion shall be in form and substance satisfactory to Agent and Collateral Agent demonstrating shall provide that the insurance policies required by Section 7.5 are in full force Agent and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofLenders may rely thereon; and (xivi) evidence that each Loan Party shall have taken such other document as the Agent may reasonably request or caused as any Lender participating in such Facilities Increase may require as a condition to be taken its commitment in such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral mattersFacilities Increase.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) 3.1.1. A this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) 3.1.1. B the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan Party, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankblank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) 3.1.1. C duly executed favorable opinions of counsel to the Loan Parties in New YorkIllinois, Delaware Ontario, Quebec and Texas, Nova Scotia each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) 3.1.1. D a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) 3.1.1. E a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral matters.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lenderthe Required Lenders: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e);; AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such the Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankblank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) both the Loan Parties, taken as a whole, and the Borrower, individually, are Solvent after giving effect to the Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, and (C) attached thereto are calculations demonstrating a pro forma Consolidated Leverage Ratio of Holdings (as such Consolidated Leverage Ratio was calculated under the Existing Credit Agreement), after giving effect hereto and based on the unaudited Consolidated financial statements of Holdings for the Fiscal Year ending on or about December 31, 2008, of not greater than 4.61 to 1.0; AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (vii) a business associate agreement duly executed by each Group Member and the Administrative Agent in form and substance reasonably satisfactory to Borrower and Administrative Agent; (viiviii) a Reaffirmation Agreement duly executed by the Loan Parties; (ix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viiix) unaudited Consolidated financial statements, in form and substance as set forth in Section 6.1(a) and otherwise reasonably satisfactory to Administrative Agent, for Holdings for the Perfection Certificate and all other documents listed inFiscal Month ending January 31, 2009, and required to be delivered on or prior including a Compliance Certificate after giving pro forma effect to the Closing Date pursuant to, transactions contemplated hereunder and the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)Related Transactions; (ixxi) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofPost-Closing Obligations Letter; and (xixii) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent Purchasers shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative AgentRequired Purchasers, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each LenderRequired Purchasers: (i) this Agreement and the Notes, each duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Issuer; (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent Purchasers in the Collateral, in each case as may be reasonably requested by the Collateral Agent, Required Purchasers and (B) subject to the Bridge Intercreditor Agreement, all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) Mortgages for each fee owned real property of the Loan Parties identified on Schedule 4.16 (except as may be agreed to by the Required Purchasers), together with all Mortgage Supporting Documents relating thereto and such Landlord Waivers as the Collateral Agent may request for all leased locations with Collateral in excess of $25,000; (iv) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texastogether with such other local counsel opinions as the Required Purchasers may reasonably request, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders Purchasers and addressing such matters as the Administrative Agent Required Purchasers may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates), except for such jurisdictions where the failure to be so qualified would not have a Material Adverse Effect; (vvi) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vivii) a certificate of a Responsible Officer of the Borrower Issuer to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) this Section 3.1 has been satisfied, (B) the Issuer and its Subsidiaries on a consolidated basis are Solvent after giving effect to the issuance of the Notes, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of the Acquisition Agreement, Senior Credit Documents, Senior Subordinated Documents and the Junior Subordinated Documents; (viiviii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent Required Purchasers demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)effect; (ix) all Indebtedness permitted (a) interim unaudited quarterly financial statements of the Issuer and the Acquired Company and its subsidiaries for each Fiscal Quarter ended after June 30, 2009 and 30 days before the Closing Date, and (b) to be incurred the extent available, interim unaudited monthly financial statements of Issuer and the Acquired Company and its subsidiaries for each month ended after the most recent Fiscal Quarter for which financial statements were received by Purchasers pursuant to Section 8.1(eclause (a) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blankabove; (x) evidence satisfactory Evidence of the election of one member of the Board of Directors of Issuer who was nominated by Falcon Strategic Partners III, L.P. and Sankaty; (xi) Pro Forma Balance Sheet of the Issuer and its Subsidiaries as of September 30, 2009, after giving effect to this Agreement and the Collateral Agent that Borrower has retained, at its sole cost Related Transactions and expense, (b) Issuer’s business plan which shall include a service provider acceptable to the Collateral Agent financial forecast on a monthly basis for the tracking of all of UCC financing statements of Borrower first 12 months after the Closing Date, on a quarterly basis through 2012 and on an annual basis thereafter through 2015 prepared by Issuer’s management; (xii) duly executed pay-off letters from the Guarantors and that will provide notification Existing Agents with respect to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofeach Existing Credit Agreement; and (xixiii) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Purchaser through the Required Purchasers may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by Borrower and each Loan PartyGuarantor, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank;blank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied, (B) both the Loan Parties, taken as a whole, and the Borrower, individually, are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (C) attached thereto are complete and correct copies of each Related Document (other than the payoff letter for the Existing Credit Agreement) and (D) attached thereto are calculations demonstrating a pro forma Consolidated Leverage Ratio of Holdings, after giving effect to the Related Transactions and the initial fundings hereunder, of not greater than 5.25 to 1.0; (vii) the Intercreditor Agreement duly executed by the Borrower, Holdings, the Second Lien Agent and the Administrative Agent; (viii) the Assignment of Representations duly executed by the Borrower, MSNH and the Merger Sub and consented to by the Acquired Company; (ix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate ; and all other documents listed inCREDIT AGREEMENT MEDICAL STAFFING NETWORK, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;INC. (x) evidence satisfactory to such other documents and information as any Lender through the Collateral Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative each Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral each Agent and each Lender: (i) this Agreement duly executed by each Loan Party the Borrowers and, for the account of each Lender having requested the same by notice to the Administrative relevant Agent and the Borrower Parent received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the BorrowerParent), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsCanadian Security Documents, duly executed by each Loan PartyBorrower and Guarantor party thereto, together with (A) copies of UCC UCC, PPSA and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to such Guaranty and Security Agreement and related undated powers or endorsements comply with the Loan Documents as of the Closing Date, each duly executed by, in blankaddition to the applicable Loan Party, the applicable financial institution; (iii) a Mortgage for the Eligible Real Property, together with all Mortgage Supporting Documents relating thereto; (iv) duly executed favorable opinions of counsel to the Loan Parties in New Yorkfrom (a) M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, Delaware general counsel to the Parent, (b) T▇▇▇▇▇▇▇ & Knight LLP, special U.S. counsel to the Group Members, and Texas(c) Fraser M▇▇▇▇▇ Casgrain LLP, special Canadian counsel to the Group Members, each addressed to the Agents, the Arrangers, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (ivv) a copy of each Constituent Governing Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vvi) a certificate of the secretary, assistant secretary, secretary or other similar officer Responsible Officer of each Loan Party in charge of maintaining Books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Governing Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Governing Documents as in effect on the date of such certification (or, for any such Constituent Governing Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Governing Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vivii) a certificate of a Responsible Officer of the Borrower Parent to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfiedsatisfied and (B) both the Loan Parties taken as a whole and the Borrowers are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 7.14 and the payment of all estimated legal, accounting and other fees and expenses related hereto and; (viiviii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 6.4 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)6.4; (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blankCorporate Chart; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofPerfection Certificate; and (xi) evidence that each Loan Party shall have taken such other documents and information as any Lender through the Administrative Agent or caused to be taken such actions, including with respect to filings or recordings, the Canadian Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date (or such other date as may be indicated below) unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party the Borrower and, for the account of each Lender having requested requesting the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e2.12(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan PartyGuarantor, and the Pledge Agreement, duly executed by Holdings, together with (A) copies of UCC UCC, tax, judgment lien, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and the Pledge Agreement and related undated powers or endorsements duly executed in blankblank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and TexasParties, each addressed to the Agents, the Arrangers, the L/C Issuer Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) if any Loans are to be made on the Closing Date, a certificate of a Responsible the Chief Financial Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfiedsatisfied and (B) each Loan Party is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 (other than any insurance policies in respect of equipment subject to a Master License Agreement which policies are maintained by the applicable exhibitor in accordance with the terms of the Master License Agreement) are in full force and effect and have all endorsements terms required by such Section 7.57.5 (including, without limitation, in respect of the key man life insurance in respect of A. ▇▇▇▇ ▇▇▇▇); (viii) a certificate of a Responsible Officer of the Perfection Certificate Borrower certifying true, complete and correct copies of all material contracts attached to such certificate (including, without limitation, (A) all Master License Agreements, (B) all Digital Cinema Deployment Agreements, (C) software license agreements between the Borrower and Holdings, including, without limitation, the Amended and Restated Software License Agreement dated as of July 15, 2006 by and between Holdings and the Borrower (D) all other documents listed in, Intercompany Agreements between the Borrower and required to be delivered on or prior to Holdings and (E) Intercompany Agreements between the Borrower and Access IT) and that the Borrower is in compliance with all such material contracts as of the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)Date; (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(ea fully executed copy of (A) shall be evidenced by a promissory note or instrument the employment agreement between A. ▇▇▇▇ ▇▇▇▇ and shall have been pledged pursuant to Access IT and (B) the Guaranty and Security Agreement employment agreement between A. ▇▇▇▇ ▇▇▇▇ and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blankBorrower; (x) evidence satisfactory the Initial Projections demonstrating compliance with all financial covenants; (xi) a Budget for the period following the Closing Date through March 31, 2007; (xii) a consent from each distributor party to a Digital Cinema Deployment Agreement in effect on the Closing Date to the Collateral assignment by the Borrower of such Digital Cinema Deployment Agreement in favor of the Administrative Agent confirming (i) that Borrower has retainedthe Administrative Agent and Lenders are acceptable financing sources, at its sole cost (ii) the security interests granted by the Group Members to the Administrative Agent and expensethe Lenders, a service provider (iii) that no default exists under the applicable Digital Cinema Deployment Agreement and (iv) otherwise in form and substance acceptable to the Collateral Agent Administrative Agent; (xiii) unaudited monthly financial statements for the tracking Borrower and its Subsidiaries for the period starting on the date of organization of the Borrower and ending on the last day of the fiscal month ended at least 30 days prior to the Closing Date, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated and consolidating financial position, results of operations and cash flow of the Borrower as at the dates indicated for the period indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments); (xiv) consents, waivers, acknowledgements and other agreements from third persons which the Administrative Agent may deem necessary in order to permit, protect or perfect its security interests in and Liens upon the Collateral and to effectuate the provisions of this Agreement and the other Loan Documents, including, without limitation, mortgagee or landlord waivers, estoppel certificates, bailee letters, consignment notices and other similar agreements; (xv) a certificate of a Responsible Officer of the Borrower setting forth a detailed report of the locations and status of operation of all Digital Systems as of UCC financing statements the Closing Date and attaching copies of Borrower all Digital Cinema Installation Certificates executed by Christie Digital Systems USA, Inc. confirming as of the Closing Date the delivery, installation and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofoperation of such Digital Systems; and (xixvi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Restatement Effective Date each of the following, each dated the Closing Restatement Effective Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent Holdings and the Borrower received by and each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e)Required Lender; (ii) the Guaranty and Security Agreement and any intellectual property security agreements, Restatement Fee Letter duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankBorrower; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agentrequest; (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdictionthe jurisdiction of such Loan Party’s organization, certified as of a recent date by such Governmental AuthorityAuthority to the extent there have been any changes to such Constituent Documents since the last date such Constituent Documents were delivered to the Administrative Agent, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) aboveabove or otherwise previously delivered, that there have been no changes from such Constituent Document so delivered), ) and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral matters.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Facilities Increase Date for such Facilities Increase each of the following, each dated the Closing such Facilities Increase Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement written commitments duly executed by each Loan Party existing Lenders, Affiliates of existing Lenders, or New Lenders in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in the Facilities Increase Notice) and, in the case of each such New Lender, a joinder agreement in form and substance satisfactory to the Agent and duly executed by the Borrower, the Agent and such New Lender; (ii) an amendment to this Agreement (including to Appendix 1), effective as of the Facilities Increase Date and executed by the Borrower and the Agent, to the extent necessary to implement terms and conditions of the Facilities Increase (including upfront fees), as agreed by the Borrower and the Agent but, which, in any case, except for upfront fees (which fees shall be agreed to between Borrower and Agent), shall be on the same terms and conditions as the existing Revolving Credit Facility; (iii) for the account of each Lender, Affiliate of a Lender or New Lender participating in such Facilities Increase having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 three Business Days prior to the Closing Facilities Increase Date (or such later date as may be agreed by the Borrower), Revolving Credit Notes in each applicable Facility conforming to the requirements applicable requirements, if any, set forth in Section 2.14(e1.1(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a copy of each Constituent Document of for each Loan Party that is on file with executing any Governmental Authority in any jurisdictionLoan Document as part of such Facilities Increase, certified as a certificate of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing secretary or other officer of such Loan Party in such jurisdiction charge of maintaining books and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer records of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) certifying as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document document executed as part of such Facilities Increase to which such Loan Party is a party; (viv) a certificate duly executed favorable opinions of a Responsible Officer of the Borrower counsel to the effect that Loan Parties, in New York, and in each condition set forth other jurisdiction in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates in form and substance which a Loan Party is organized satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed inAgent, and required to be delivered on or prior each addressed to the Closing Date pursuant toAgent, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement L/C Issuers and the Collateral Lenders and addressing such matters as the Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofmay reasonably request; and (xivi) evidence that each Loan Party shall have taken such other documents as the Agent may reasonably request or caused as any Lender participating in such Facilities Increase may require as a condition to be taken its commitment in such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral mattersFacilities Increase.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Effective Date each of the following, each dated the Closing Effective Date (or such other date as may be indicated below) unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party the Borrower and, for the account of each Lender having requested requesting the same by notice to the Administrative Agent and the Borrower received by each at least 3 three (3) Business Days prior to the Closing Effective Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e2.11(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by the Borrower and each Loan PartyGuarantor, and the Pledge Agreements, duly executed by Holdings and Parent Holdings, as applicable, together with (A) copies of UCC UCC, tax, judgment lien, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case case, as may be reasonably requested by the Administrative Agent or the Collateral Agent, and (B) proper financing statements (including Intellectual Property financing statements), duly prepared for filing under the Uniform Commercial Code or other applicable law of all documents jurisdictions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect the liens and security interests created under the Loan Documents covering the Collateral described in the Loan Documents, (C) all certificates representing all Securities being pledged pursuant to such Guaranty and Security Agreement and the Pledge Agreements and related undated powers or endorsements duly executed in blank, and (D) all Control Agreements in favor of the Collateral Agent that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Effective Date (including without limitation with respect to the Holdings Operating Account), each duly executed by, in addition to the applicable Loan Party, the applicable Deposit Bank; (iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and TexasParties, each addressed to the AgentsAdministrative Agent, the Arrangers, the L/C Issuer Collateral Agent and the Lenders and addressing such matters as the Administrative Agent or Lenders may reasonably request (including, without limitation, non-consolidation, true sale/contribution, true lease and in form and substance reasonably satisfactory to the Administrative Agentcorporate separateness opinions); (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, and certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such its jurisdiction of organization and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s 's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vi) a certificate of a Responsible the President, Chief Executive Officer or Chief Financial Officer of the Borrower to certifying that as of the effect that each condition Effective Date (A) the representations and warranties of the Loan Parties set forth in Sections 3.1(c)any Loan Document shall be true and correct on and as of such date, (dB) no Default has occurred and is continuing, (eC) (and, with respect all conditions precedent to such certificate, delivered on proposed Borrowing (including availability restrictions) have been satisfied or will be satisfied substantially concurrently with the date of the initial funding of the Term Loan, Sections 3.1(f), (g) proposed Borrowing and (h)D) no default or event of default (or any event which with the giving of notice or lapse of time or both will be a default or event of default) shall occur as a result of, and Sections 3.2(b) and (d) has been satisfiedafter giving effect to, the Effective Date or the transactions contemplated by the Loan Documents under any Loan Party's Indebtedness or material Contractual Obligations; (vii) insurance certificates and endorsements in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 (other than any insurance policies in respect of equipment subject to an Exhibitor Agreement which policies are maintained by the applicable Approved Exhibitor in accordance with the terms of such Exhibitor Agreement) are in full force and effect and have all endorsements terms required by such Section 7.5; (viii) the Perfection Certificate Consents, duly executed by the respective Distributors and all other documents listed inApproved Exhibitors, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party)applicable; (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced the Multiparty Agreement duly executed by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;parties thereto; and (x) evidence satisfactory to consents, waivers, acknowledgements and other agreements from any Loan Party or third parties which the Administrative Agent or the Collateral Agent that Borrower has retainedmay reasonably deem necessary in order to permit, at its sole cost and expense, a service provider acceptable to protect or perfect the Collateral Agent for Agent's security interests in and Liens upon the tracking Collateral and to effectuate the provisions of all of UCC financing statements of Borrower this Agreement and the Guarantors other Loan Documents, including, without limitation, mortgagee or landlord waivers, estoppel certificates, bailee letters, consignment notices and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral matterssimilar agreements.

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Incremental Amendment No. 2 Effective Date unless otherwise indicated or agreed to by the Administrative Agent, Agent and each in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i1) this Agreement duly executed by each Loan Party anda certificate of the secretary or assistant secretary (or, for if no secretary or assistant secretary exists, a Responsible Officer or, if customary in the account applicable jurisdiction, any director) of each Lender having requested Credit Party substantially in the same by notice form of Exhibit 5.1(e)(ii) to the Administrative Agent and the Borrower received by each at least 3 Business Days prior Credit Agreement with appropriate insertions, as to the Closing Date incumbency and signature of the officers of each such Credit Party executing any Loan Document (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (iicustomary form and substance) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed certificate or other document or instrument to be delivered pursuant hereto or thereto by each Loan or on behalf of such Credit Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination incumbency of such prior filings secretary or assistant secretary (or, if no secretary or assistant secretary exists, such Responsible Officer or director, as applicable), and certifying as true and correct, attached copies of the Certificate of Incorporation, Certificate of Amalgamation or other documents with respect equivalent document (certified as of recent date by the Secretary of State or other comparable authority where customary in such jurisdiction) and By-Laws (or other Organic Documents of such Credit Party) and the resolutions of such Credit Party and, to the priority extent required, of the security interest equity holders of such Credit Party, referred to in such certificate and all of the Collateral Agent in the Collateralforegoing (including each such Certificate of Incorporation, in each case as may be reasonably requested by the Collateral Agent, Certificate of Amalgamation or other equivalent document and By-Laws (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blankother Organic Documents)); (iii2) duly executed favorable opinions A customary good standing certificate or certificate of counsel status or comparable certificate of each Credit Party and the Acquired Business from the Secretary of State (or other governmental authority) of its state, territory or province of organization or such equivalent document issued by any foreign Governmental Authority if applicable in such foreign jurisdiction; (3) A solvency certificate substantially in the form of Exhibit 5.1(e)(iv) to the Loan Parties in New YorkCredit Agreement, Delaware and Texassigned by the chief financial officer of Crown Holdings confirming the solvency of Crown Holdings and its Subsidiaries, each addressed on a consolidated basis after giving effect to the AgentsHeineken Transactions; (4) A pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Crown Holdings as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Incremental Amendment No. 2 Effective Date (or 90 days in case such four-fiscal quarter period is the end of the Crown Holdings’s fiscal year), prepared after giving effect to the ArrangersHeineken Transactions as if the Heineken Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income); (a) audited consolidated balance sheets of the Crown Holdings and related statements of income, changes in equity and cash flows of the L/C Issuer Crown Holdings for the three most recent fiscal years ended at least 90 days prior to the Incremental Amendment No. 2 Effective Date, (b) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Lenders Crown Holdings for each subsequent fiscal quarter (other than the fourth fiscal quarter of the U.S. Borrower’s fiscal year) after the date of the most recent financial statements delivered pursuant to clause (a) above and addressing such matters as ended at least 45 days before the Administrative Agent may reasonably request Incremental Amendment No. 2 Effective Date and (c) financial statements of the Acquired Business for the periods, and in form and substance reasonably satisfactory substance, required to be delivered pursuant to the Administrative Agent; Heineken Acquisition Agreement (iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date hereof); provided that filing of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), the required financial statements on form 10-K and (C) as form 10-Q by the Crown Holdings will satisfy the foregoing requirements with respect to the resolutions of such Loan Party’s board of directors or Crown Holdings and its subsidiaries (other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a partythan Acquired Business); (vii) a certificate favorable opinion of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections 3.2(b) and (d) has been satisfied; (vii) insurance certificates Dechert LLP in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viiiii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior favorable opinions of local counsel to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument Credit Parties in form and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence substance satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofAgent; and (xi7) evidence that each Loan Party shall have taken or caused to be taken such actionsa certificate executed by a Responsible Officer of the U.S. Borrower, including with respect to filings or recordingscertifying satisfaction of the conditions precedent set forth in Sections 3(b)(ii)(1), reasonably requested by the Collateral Agent with respect to collateral matters(iii), (vii) and (viii).

Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender: (i) this Agreement duly executed by each Loan Party the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement and any intellectual property security agreementsAgreement, duly executed by each Loan Party, together with (A) copies of UCC UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Administrative Agent in the Collateral, in each case as may be reasonably requested by the Collateral Administrative Agent, and (B) except to the extent otherwise expressly provided under Section 7.13 or as may be agreed to by the Administrative Agent, all documents representing all Securities Securities, chattel paper and instruments being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank, and (C) except to the extent otherwise expressly provided under Section 7.13, all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by the parties thereto; (iii) a pledge agreement in respect of 66% of the issued Stock in Swissco, governed by Swiss law, duly executed favorable opinions by Alere International Holding Corp. (as amended, modified, restated and/or supplemented from time to time, the “Swiss Pledge Agreement”) together with all share certificates and undated powers or endorsements duly executed in blank in relation to 66% of the issued Stock of Swissco, and Alere International Holding Corp. and Swissco shall have taken such actions as may be necessary or advisable under local law (as advised by local counsel) to create, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) thereby; (iv) (A) except to the extent otherwise expressly provided under Section 7.13, from ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel to the Loan Parties in New YorkYork and special counsel in each other jurisdiction in which a Loan Party is organized, Delaware and Texasduly executed favorable legal opinions satisfactory to the Administrative Agent, each addressed to the Agents, the ArrangersAdministrative Agent, the L/C Issuer Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request request, and in form and substance reasonably satisfactory (B) from ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Swiss counsel to the Administrative Agent, a duly executed favorable legal opinion with respect to the validity and enforceability of the Swiss Pledge Agreement, addressed to the Administrative Agent, the L/C Issuer and the Lenders; (ivv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); (vvi) a certificate of the secretary, assistant secretary, secretary or other similar officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document and who will execute any such Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (ivv) above, that there have been no changes from such Constituent Document so delivered), ) and (C) as except to the extent otherwise expressly provided under Section 7.13, the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vivii) a certificate of a Responsible Officer of the Borrower to the effect that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and (h)) and Sections Section 3.2(b) and (d) has been satisfied; (viiviii) a certificate of a Responsible Officer of the Borrower to the effect that the Borrower and its Subsidiaries taken as a group on a consolidated basis are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Transactions (and any Permitted Stock Repurchases which are consummated on the Closing Date), the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (ix) insurance certificates in form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (viii) the Perfection Certificate and all other documents listed in, and required to be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with respect to any property or facility leased by any Loan Party); (ix) all Indebtedness permitted to be incurred pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; (x) evidence satisfactory copies of the financial statements and projections referred to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereofin Section 4.4; and (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including with respect to filings or recordings, other documents and information as any Lender through the Administrative Agent may reasonably requested by the Collateral Agent with respect to collateral mattersrequest.