Common use of Certain Documents Clause in Contracts

Certain Documents. The Lender shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counsel: (i) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2

Certain Documents. The Lender Administrative Agent shall have received on the Closing Date each of the followingfollowing documents, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender, which satisfaction shall be evidenced by the execution and delivery by the Lender of this Amendment, and its counsel:dated the Amendment Effective Date (when applicable): Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), LLC (i) this AgreementAmendment, duly executed and delivered by the Borrower Borrower, each Facility Guarantor and a Note of the Borrower conforming Lender, including all schedules to the requirements set forth hereinCredit Agreement to be replaced pursuant to Section 1(d) hereof; (ii) an executed copy of the Warrant, duly executed and delivered by Fourth Amendment to Credit Agreement with respect to the BorrowerExisting First Lien Credit Agreement; (iii) favorable opinion each of O'Melveny & Myer▇ ▇▇▇the following documents with respect to American Apparel, counsel Inc. (f/k/a/ Endeavor Acquisition Corp.) (the “Parent”) and each other Loan Party, to the Borrowerextent requested by the Administrative Agent, which shall be in form and substance reasonably satisfactory to the effect set forth in Exhibit B addressed Administrative Agent: (A) a certificate of legal existence and good standing issued by the secretary of state of its state of incorporation and each other state where such Loan Party is qualified to do business; (B) a certificate of an authorized officer relating to the Lender organization and addressing existence of such other matters as the Lender may reasonably request, including without limitationparty, the enforceability authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of such entity’s organizational documents; (C) an executed perfection certificate; (D) an executed copy of the Joinder and Second Amendment to the Security Agreement; (E) Amended and Restated Ownership Interest and Intercompany Note Pledge and Security Agreement; (F) Amended and Restated Guaranty; (G) an executed copy of Waiver to Credit Agreement dated June 5, 2008 with respect to the Existing First Lien Credit Agreement; (H) an executed copy of the intercreditor letter between Senior Lender and Lender with respect to the amendments and other modifications to the Loan Documents contemplated hereby and the other modifications to the Loan Documents set forth in documents (D) through (F) of this Section 2(a)(iii); (I) an executed copy of the intercreditor letter between Senior Lender and Lender with respect to certain amendments and modifications to the Existing First Lien Credit Agreement and the Intercreditor Agreement; and (J) such other documents and agreements reasonably required by the Agents. Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), LLC (iv) lien search results or other evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower reasonably satisfactory to the Lender; Administrative Agent (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified dated as of a recent date by reasonably satisfactory to the Secretary Collateral Agent) indicating the absence of State Liens on the assets of the state of incorporation of the BorrowerParent, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary except for Permitted Encumbrances and Liens for which termination statements and releases or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect subordination agreements are being tendered on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clausehereof; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2

Certain Documents. The Lender shall Such Purchaser will have received on the Closing Date each of the following, each dated the date of the applicable Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counselDay: (ia) this Agreement, duly The Note(s) to be purchased by such Purchaser executed and delivered by the Borrower and a Note an Authorized Officer of the Borrower conforming to the requirements set forth herein;Company. (iib) Certified copies of the Warrantresolutions of the Board of Directors of the Company and the Guarantors authorizing the execution and delivery of this Agreement and the Agreement of Guaranty and of the issuance of the Notes on said Closing Day, duly executed and delivered by of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Borrower;Notes. (iiic) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a A certificate of the Secretary or an Assistant Secretary and one other officer of the Borrower Company certifying (A) the names and true signatures of each officer the officers of the Borrower who has been Company authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of sign this Agreement and the Notes and the other Loan Documents documents to which it is a party be delivered hereunder. (d) Certified copies of the Certificate of Incorporation and By-laws of the Company. (De) that there have been no changes Favorable opinions of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., General Counsel of the Company and of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Company (or such other counsel designated by the Company and acceptable to such Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-3 and Exhibit D-4, respectively, attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs counsel to deliver said opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of that direction, and understands and agrees that each Purchaser receiving said opinions will and is hereby authorized to rely on those opinions. (f) A good standing certificate for the Company from the Secretary of State of Delaware dated of a recent date and such other evidence of the status of the Company as the Purchaser may reasonably request. (g) Certified copies of Requests for Information or copies (Form UCC-1) or equivalent reports listing all effective financing statements, which name the Company or any Subsidiary incorporated or formed in the United States (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of their respective jurisdictions of incorporation or formation, together with copies of those financing statements. (or equivalent Constituent Documenth) A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in connection with the Securities Valuation Office of the Borrower from National Association of Insurance Commissioners) for the certificate of incorporation (or equivalent Constituent Document) delivered pursuant Notes to the immediately preceding clause;be purchased. (viiii) a letter from the Borrower to the Lender reaffirming An Officer’s Certificate dated as of the Closing Date those Day certifying the matters set forth described by paragraph 3B and as to matters of fact as requested by such Purchaser to enable such Purchaser to determine compliance with paragraph 3C. (j) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser. (k) A fully executed sharing agreement substantially in the letter of the Borrower to its accountants dated form attached as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2Exhibit G.

Certain Documents. The Lender Administrative Agent and the Collateral Agent or their counsel shall have received on or prior to the Closing Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans or CDOR Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans or CDOR Loans, at least three Business Days prior to the Effective Date) each of the following, each dated as of the Closing Effective Date unless otherwise indicated or agreed to by the LenderAdministrative Agent or the Collateral Agent, in each case in form and substance satisfactory to the Borrowers, the Administrative Agent, the Collateral Agent, the Arrangers, each Lender and its counseltheir respective counsels: (i) this Agreement, duly executed and delivered by each of the Borrower and parties hereto and, for the account of each Lender requesting the same, a Revolving Credit Note of the Borrower Borrowers conforming to the requirements set forth herein; (ii) the Warranta Guaranty, duly executed and delivered by the BorrowerParent, UTi (Netherlands) Holdings B.V., each Domestic Subsidiary of the Parent, and each Subsidiary of the Parent organized under the laws of Canada, in each case other than any Non-Guarantor Subsidiaries; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇the U.S. Pledge and Security Agreement, counsel to the duly executed by UTi (Netherlands) Holdings B.V., each U.S. Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability each Guarantor that is a Domestic Subsidiary of the Loan DocumentsParent; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement[reserved;] (v) the Second Amendment to Rights Agreement Canadian Pledge and Security Agreement, duly executed by UTi (Netherlands) Holdings B.V., the parties thereto Canadian Borrower, and delivered by each Guarantor organized under the Borrower to the Lenderlaws of Canada; (vi) a copy evidence reasonably satisfactory to the Collateral Agent that, the Collateral Agent (for the benefit of the articles or certificate of incorporation Secured Parties) has a valid and perfected security interest in the Collateral (other than the Real Property) with the priority required by the Loan Documents (or equivalent organizational documentsarrangements for perfection satisfactory to the Collateral Agent and the Arrangers shall have been made), including (x) such documents duly executed by each Loan Party as the Collateral Agent may request with respect to the perfection of its security interests in such Collateral (including financing statements under the BorrowerUCC and PPSA, certified with respect to the Loan Parties, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office, the Copyright Office or the Canadian Intellectual Property 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 U.S. Pledge and Security Agreement and the Canadian Pledge and Security Agreement) and (y) copies of UCC and PPSA search results as of a recent date by the Secretary of State of the state of incorporation of the Borrowerdate, together with certificates copies of such official attesting to financing statements and amendments, none of which shall cover such Collateral, except for those that shall be terminated on the good standing of the BorrowerEffective Date or are otherwise permitted hereunder; (vii) except as provided in Section 7.17 (Post-Closing Obligations), confirmation that (i) all instruments representing Pledged Debt Instruments, duly endorsed in blank and (ii) all certificates, instruments and other documents representing all Pledged Stock, together with stock powers for such certificates, instruments and other documents executed in blank, each pledged pursuant to the U.S. Pledge and Security Agreement or the Canadian Pledge and Security Agreement, as applicable, have been delivered to the Collateral Agent or its counsel; (viii) a favorable opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Loan Parties; (ix) favorable opinions of ▇▇▇▇▇▇, Westwood & Riegels LLP; WeirFoulds LLP; Boekel de Neree N.V.; ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP; ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C.; ▇▇▇▇▇▇ ▇▇▇▇ LLP; ▇▇▇▇▇▇ Law Offices; and ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., each acting as local and foreign counsel to the Loan Parties, customary for transactions of this type and including customary qualifications and assumptions; (x) a certificate of the Secretary or an Assistant Secretary a duly authorized officer of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder or thereunder to be executed and delivered by or on behalf of such Loan Party on or before the BorrowerEffective Date, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party party, and the transactions contemplated hereunder and thereunder, (D) that there have been no changes in all shareholder or equity holder resolutions or consents, if applicable, necessary to approve the Loan Documents and the transactions contemplated hereunder and thereunder; and (E) the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party as in effect on the Borrower from date of such certification, certified as of a recent date by the certificate Secretary of incorporation State of the state of organization (or equivalent Constituent Document) delivered pursuant in the case of each Loan Party that is a Domestic Person), together with certificates of such official attesting to the immediately preceding clausegood standing of each such Loan Party under the laws of its jurisdiction of organization (to the extent such jurisdiction provides for the designation of entities organized thereunder as existing in good standing); (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixxi) a certificate of a Responsible Officer of the Parent, in form and substance satisfactory to the Administrative Agent, stating that after giving effect to (a) the initial funding of any Loans and the Issuance of any Letters of Credit hereunder, (b) the payment by the Borrowers of all fees and expenses described in clause (b) below, and (c) the transactions described in clause (f) below, the Borrowers and each of the Guarantors are Solvent; (xii) a certificate of a Responsible Officer of the Parent certifying that the conditions precedent set forth in Sections 3.1(b), clauses (ca)(xiv), (d) (including a certification as to the amount of the Available Credit on the Effective Date), (e), (f) and 3.2(i) below and in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) have been satisfied; (xiii) evidence reasonably satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect, together with insurance certificates (to the extent that the issuance of insurance certificates is customary in the jurisdiction of the applicable insurance broker) naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies of any Loan Party and otherwise complying with the requirements of Section 7.5 (Maintenance of Insurance); (xiv) evidence satisfactory to the Lenders in their reasonable judgment that (A) the existing Indebtedness of the Parent and its Subsidiaries does not exceed $645,000,000 on the Effective Date, and (B) the existing secured Indebtedness (without regard to the Commitments or any Capital Lease Obligations) of the Loan Parties does not exceed $70,000,000 on the Effective Date; (xv) a perfection certificate duly completed and executed by each Loan Party in the form provided by the Administrative Agent shall have been delivered to the Administrative Agent prior to the Effective Date.

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each of the following, each dated the date of the applicable Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counselDay: (i) this Agreement, duly executed and delivered The Note(s) to be purchased by the Borrower and a Note of the Borrower conforming to the requirements set forth herein;such Purchaser. (ii) Certified copies of the Warrantresolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, duly executed and delivered by of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Borrower;Notes. (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a A certificate of the Secretary or an Assistant Secretary and one other officer of the Borrower Company certifying (A) the names and true signatures of each officer the officers of the Borrower who has been Company authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of sign this Agreement and the Notes and the other Loan Documents documents to which it is a party be delivered hereunder. (iv) Certified copies of the Articles of Incorporation and By-laws of the Company. (Dv) that there have been no changes A favorable opinion of Smith Helms Mulliss & Moore, L.L.P., sp▇▇▇▇▇ ▇▇▇▇▇e▇ ▇▇ ▇▇e Company (or ▇▇▇▇ other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the certificate form of incorporation Exhibit D-1 (or equivalent Constituent Document) in the case of the Borrower Series B Notes) or D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A good standing certificate for the Company and each Restricted Subsidiary whose book value of total assets constitutes more than five (5) percent of Consolidated Net Worth from the certificate State of its incorporation dated of a recent date and good standing or other certificates of qualification to do business as a foreign corporation for the Company and each such Restricted Subsidiaries in the States of South Carolina, Georgia and Virginia and such other evidence of the status of the Company or any of its Restricted Subsidiaries as such Purchaser may reasonably request. (vii) Additional documents or equivalent Constituent Document) delivered pursuant certificates with respect to legal matters or corporate or other proceedings related to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming transactions contemplated hereby as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2may be reasonably requested by such Purchaser.

Certain Documents. The Lender Agent shall have received on or before the Closing Fourth Amendment Effective Date each all of the following, all of which, except as otherwise specifically described below, shall be in form and substance satisfactory to the Requisite Senior Lenders and in sufficient copies for each dated of the Closing Date unless otherwise indicated or agreed to Senior Lenders: (i) This Amendment, executed by the Company, JCC and each Borrowing Subsidiary, each Senior Lender, the Agent and the Collateral Agent, together with all exhibits and schedules thereto; (ii) A substitute Note payable to each Senior Lender in a principal amount equal to such Senior Lender's Pro Rata Share of $118,000,000; (iii) The Carpet Sale Amendatory Agreement; (iv) The Carpet Pledge Agreement; (v) The Carpet Security Agreement; (vi) The Amended and Restated Contribution Agreement; (vii) Release of Liens on the trademarks of JCC created pursuant to the Trademark Security Agreement executed by JCC; (viii) Release of Liens on the stock of JPS-U.K. created pursuant to the Deed of Charge executed by JCC; (ix) Releases of the Real Property Collateral Documents, as may be required as a result of the transactions contemplated by this Amendment, for each parcel of real property owned by JCC and set forth on Schedule 1 hereto; (x) Executed copies of each UCC-3 termination statement signed by the Agent and the Collateral Agent, as appropriate to be filed in each jurisdiction set forth on Schedule 2 hereto; (xi) Executed copies of each UCC-1 Financing Statement signed by JCC, the Agent and the Collateral Agent, as appropriate to be filed in each jurisdiction set forth on Schedule 3 hereto; (xii) The Holdco Note to be pledged under the Carpet Pledge Agreement (duly endorsed in favor of the Agent); (xiii) Stock certificates representing the Holdco Preferred Stock and the Holdco Warrants to be pledged under the Carpet Pledge Agreement (with stock powers and warrant transfer documents duly executed in blank); (xiv) A favorable opinion of Weil, Gotshal & Mang▇▇, ▇▇unsel to the Loan Parties, International Fabrics, JPS Auto and JCC, in form and substance satisfactory to the Lender Requisite Senior Lenders, and its counsel: (i) this Agreementa letter entitling the Agent, duly executed the Collateral Agent and the Senior Lenders to rely on any opinion or opinions delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantWeil, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny Gotshal & MyerMang▇▇ ▇▇▇, counsel to ▇ connection with the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Carpet Transaction Documents; (ivxv) evidence A copy of each of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the BorrowerCarpet Transaction Documents, certified as of a recent date the Fourth Amendment Effective Date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower Company (A) to be a true, correct and complete copy of each such document and (B) not to have been amended or rescinded; (xvi) A certificate of the Secretary or Assistant Secretary of the Company dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of each officer the incumbent officers of the Borrower who has been Company authorized to execute sign this Amendment and deliver any Loan Document or all other document required hereunder to be Transaction Documents executed and delivered by or on behalf of the BorrowerCompany in connection with this Amendment, (B) the byBy-laws (or equivalent Constituent Document) Laws of the Borrower Company as in effect on the date of such certification, (C) the resolutions of the BorrowerCompany's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement Amendment and the other Loan Transaction Documents executed in connection with this Amendment to which it is a party and (D) that there have been no changes in the certificate Certificate of incorporation (or equivalent Constituent Document) Incorporation of the Borrower from Company since the certificate date of incorporation (or equivalent Constituent Document) the most recent certification thereof by the Secretary of State of Delaware delivered pursuant to the immediately preceding clauseAgent; (viiixvii) A certificate of the Secretary or Assistant Secretary of JCC dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of JCC authorized to sign this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a letter from party, (B) the Borrower By-laws of JCC as in effect on the date of such certification, (C) the resolutions of JCC's Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a party and (D) that there have been no changes in the Certificate of Incorporation of JCC since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000Agent; (ixxviii) a A certificate of the Secretary or Assistant Secretary of each Borrowing Subsidiary, JPS Auto and International Fabrics dated the Fourth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of such Borrowing Subsidiary, JPS Auto and International Fabrics authorized to sign this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a Responsible Officer party, (B) the By-laws of such Borrowing Subsidiary, JPS Auto and International Fabrics as in effect on the date of such certification, (C) the resolutions of such Borrowing Subsidiary's, JPS Auto's and International Fabrics' Board of Directors approving and authorizing the execution, delivery and performance of this Amendment and the other Transaction Documents executed in connection with this Amendment to which it is a party and (D) that there have been no changes in the Certificate of Incorporation of such Borrowing Subsidiary, JPS Auto and International Fabrics since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the effect that Agent; (xix) Good Standing Certificates certified by the conditions set forth in Sections 3.1(b)Secretary of State of Delaware relating to the Company, JCC, International Fabrics, JPS Auto and each Borrowing Subsidiary; and (c)xx) Such additional documentation as the Agent, (d) and 3.2the Collateral Agent or the Requisite Senior Lenders may reasonably require.

Certain Documents. The Lender Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent in its reasonable discretion, in form and substance reasonably satisfactory to the Lender and its counselAdministrative Agent: (i) this Agreement, duly executed and delivered by the Borrower and Borrowers and, for the account of each Lender requesting the same, a Note of the Borrower Borrowers conforming to the requirements set forth herein; (ii) the WarrantPledge Agreement, in the form of Exhibit G (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) duly executed and delivered by FairPoint and each Subsidiary listed on Annex IX; (iii) the Security Agreement, in the form of Exhibit I (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) duly executed and delivered by the Borrower;Borrowers and the Guarantors, together with each of the following: (iiiA) favorable certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date, listing all effective financing statements that name any Credit Party as debtor and that are filed in the state or other jurisdiction of incorporation or organization of such Credit Party, together with copies of such other financing statements that name any Credit Party as debtor (none of which shall cover any of the Collateral, except to the extent evidencing Permitted Liens); and (B) evidence that all other actions necessary or, in the reasonable opinion of O'Melveny & Myer▇ ▇▇▇the Collateral Agent, counsel desirable to create, maintain, effect, perfect, preserve, and protect the Borrower, which shall security interests purported to be to created by the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents;Security Documents have been taken; and (iv) evidence the Subsidiary Guaranty, in the form of the waiver of compliance Exhibit J hereto (as modified, amended, restated and/or supplemented from time to time in accordance with the requirements set forth in Section 3.01 of terms hereof and thereof, the Settlement Agreement; (v“Subsidiary Guaranty”) the Second Amendment to Rights Agreement duly authorized and executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy each Subsidiary of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or FairPoint listed on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2Annex X.

Certain Documents. The Lender Each Purchaser that is purchasing Notes on such Closing Day shall have received on the Closing Date each of the following, each dated the applicable Closing Date unless otherwise indicated or agreed to by the Lender, Day (except as provided in form and substance satisfactory to the Lender and its counsel:clause (h)): (ia) this Agreement, duly executed and delivered the Note(s) to be purchased by the Borrower and a Note of the Borrower conforming to the requirements set forth hereinsuch Purchaser; (iib) certified copies of the Warrantresolutions of the board of directors (or similar governing authority) of each of the Credit Parties authorizing the execution and delivery of the Transaction Documents to which such Person is a party and, duly executed in the case of the Company, authorizing the issuance of the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the Transaction Documents to which such Credit Party is a party and the Notes (in the case of the Company); provided, however, that with respect to any Closing Day subsequent to the Series A Closing Day, if none of the matters certified to in the certificate delivered by any Credit Party under this clause (b) on the Borrowermost recent prior Closing Day have changed and such resolutions authorize the execution and delivery of the Notes being delivered on such subsequent Closing Day (or the guarantee thereof, as applicable), then such Credit Party may, in lieu of the certificate described above, deliver a certificate of its Secretary or an Assistant Secretary, certifying that there have been no changes to the matters certified to in the certificate delivered by such Credit Party on the most recent prior Closing Day under this clause (b); (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (viic) a certificate of the Secretary or an Assistant Secretary of each of the Borrower Credit Parties certifying (A) the names and true signatures of each officer the officers of the Borrower who has been such Credit Party authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of sign the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents to which it such Person is a party and and, in the case of the Company, the Notes, to be delivered hereunder; (Dd) the Company shall have delivered to such Purchaser an Officer’s Certificate, dated such Closing Day, certifying that there the conditions specified in Section 4B(1) have been no changes in satisfied; (e) certified copies of the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate articles of incorporation (or equivalent Constituent Document) delivered pursuant to similar constitutive documents), as applicable, and by-laws, operating agreement or partnership agreement, as applicable, of each of the immediately preceding clauseCredit Parties; (viiif) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Credit Parties, satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of the Series B Notes or any Shelf Notes) attached hereto, and as to such other matters as such Purchaser may reasonably request. Each Credit Party hereby directs such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will be and is hereby authorized to rely on such opinion; (g) a letter favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel for PIM and the Purchasers, as to such matters incident to the matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests; (h) a good standing or similar certificate for each Credit Party (or its general partner, in the case of a partnership) from the Borrower to the Lender reaffirming as appropriate Governmental Authority of the Closing Date those matters set forth in the letter its jurisdiction of the Borrower to its accountants organization, dated as of March 2a recent date, 2000;and such other evidence of the status of such Persons as such Purchaser may reasonably request; and (ixi) a certificate of a Responsible Officer additional documents or certificates with respect to legal matters or corporate or other proceedings related to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each of the following, each dated the Closing Date Day (unless otherwise indicated or agreed specified): (i) the Note(s) to be purchased by such Purchaser; (ii) the Multiparty Guaranty, dated as of the date hereof, made by the LenderGuarantors in favor of the holders of the Notes, in the form of Exhibit C-1 (as amended, restated, supplemented or otherwise modified from time to time, the “Multiparty Guaranty”); (iii) the Indemnity, Contribution and Subordination Agreement, dated as of the date hereof, by and among the Credit Parties, in the form of Exhibit C-2 (as amended, restated, supplemented or otherwise modified from time to time, the “Indemnity and Contribution Agreement”); (iv) a copy of the Company’s written designation of the holders of the Notes as “Additional Creditors” (as defined in the Intercreditor Agreement), together with a Counterpart (as defined in the Intercreditor Agreement) executed by each such holder, with each of the foregoing having been prepared and delivered in accordance with Section 10 of the Intercreditor Agreement; (v) a favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, in form and substance satisfactory to the Lender such Purchaser, and its counsel: (ib) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & MyerGoodsill ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the BorrowerCredit Parties, which shall be in form and substance satisfactory to such Purchaser (the effect set forth in Exhibit B addressed Company hereby directs each such counsel to deliver such opinion, agrees that the Lender issuance and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability sale of the Loan Documents; (iv) evidence Notes will constitute a reconfirmation of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment such direction, and understands and agrees that each Purchaser receiving such an opinion is hereby authorized to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lenderrely on such opinion); (vi) a copy favorable opinion of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower▇▇▇▇▇▇ Price P.C., certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting special counsel to the good standing of Purchasers, satisfactory to such Purchaser as to such matters incident to the Borrowermatters herein contemplated as it may reasonably request; (vii) certified copies of the resolutions of the Board of Directors (or Board of Managers or other similar authorizing body) of each Credit Party authorizing the execution and delivery of the Transaction Documents to which such Person is a party (including, in the case of the Company, the issuance, execution and delivery of the Notes), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents; ​ ​ (viii) a certificate of the Secretary or an Assistant Secretary and one other officer of the Borrower each Credit Party certifying (A) the names and true signatures of each officer the officers of the Borrower who has been such Person authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of sign the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents to which it such Person is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) other documents to be delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000hereunder; (ix) certified copies of the articles of incorporation and bylaws (or similar constitutive documents) of each Credit Party; (x) a good standing certificate for each Credit Party from the secretary of state of the state of its formation (and, in the case of ▇▇▇▇▇▇ Navigation, the State of California), in each case dated as of a Responsible Officer recent date and such other evidence of the status of each Credit Party as such Purchaser may reasonably request; and (xi) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Lender shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counsel: (i) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.23.2(b) have been satisfied; (x) a payment direction letter in the form of Exhibit D executed by the Lender and duly acknowledged by the Borrower; and (xi) such other certificates, documents, agreements and information respecting the Borrower as the Lender may reasonably request.

Certain Documents. The Lender Agent shall have received on or before the Closing Date each all of the following, each in form and substance satisfactory to each of the Lenders and in such quantities as the Agent shall reasonably request: (i) the following Credit Documents, each duly executed and delivered by the parties thereto: (A) this Agreement; (B) the Notes; (C) the Security Agreement; and (D) each Affirmation of Guaranty and Security Agreement; (ii) a Notice of Borrowing requesting the initial advance hereunder in an amount at least sufficient to pay in full all outstanding amounts in respect of the "Revolving Loans" and the "Term Loan", as such terms are defined in the Existing Loan Agreement and evidence of the termination of the "Commitments" thereunder; (iii) pre-closing UCC lien search report and tax lien and judgment search reports with respect to the Borrower and the Guarantors, in all appropriate jurisdictions; (iv) original UCC-1 financing statements signed by the Borrower or the Guarantors, as the case may be (or assignments of existing financing statements) as debtor and naming the Agent as the secured party, on behalf of the Lenders, prepared for filing in all appropriate jurisdictions; (v) an incumbency certificate of an appropriate officer of the Borrower certifying, as of the Closing Date, the names, titles and true signatures of the officers certified to execute the Credit Documents, and the names, titles and true signatures of such officers of the Borrower authorized to deliver Notices of Borrowing and Letter of Credit Requests on behalf of the Borrower; (vi) a favorable New Jersey and New York law opinion of outside counsel to the Borrower and the Guarantors addressed to the Agent and the Lenders to the effect that the Credit Documents have been duly authorized and executed and are enforceable against the Borrower and the Guarantors in accordance with their respective terms, and as to such other matters reasonably requested by the Agent and the Lenders, including, without limitation that the Security Agreements create valid security interests in favor of the Agent in and to all Collateral described therein and the Escrow Collateral; (vii) a secretary's certificate for each of the Borrower and the Guarantors, to which are attached certified copies of (x) the respective articles of incorporation of the Borrower and the Guarantors and all amendments thereto, certified by an appropriate corporate officer, (y) the respective By-Laws of the Borrower and the Guarantors and all amendments thereto, and (z) appropriate resolutions and shareholder consents authorizing the transactions herein contemplated; (viii) a certificate from the chief financial officer of the Borrower dated the Closing Date unless otherwise indicated to the effect that as of such date (i) no Default or agreed to Event of Default has occurred or is continuing, (ii) since June 30, 1995, there has been no material adverse change in the business, financial condition or operations of the Borrower and (iii) each of the representations and warranties of the Borrower contained in this Agreement are true in all material respects; (ix) good standing certificates issued by the Lenderappropriate official of the state in which the Borrower and the Guarantors are incorporated; and such good standing certificates issued by the appropriate official of each of the states in which the Borrower and the Guarantors are qualified as foreign corporations as the Lenders shall require; (x) evidence that all applicable approvals have been obtained from all governmental agencies or private parties which may be necessary for the Borrower and the Guarantors to transact business and to consummate the ASB Acquisition, including, but not limited to, all environmental approvals and all approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act. All of such approvals and permits shall be legally valid and shall remain in full force and effect as of the Closing Date; (xi) true copies of insurance policies and certificates of insurance evidencing appropriate liability coverage and hazard insurance on all improvements and buildings; (xii) complete copies of all executed documents related to the ASB Acquisition, certified to be true and correct copies thereof by the secretary of the Borrower; (xiii) audited financial statements for ASB as of December 31, 1994 and June 30, 1995 and September 30, 1995 management prepared interim financial statements of ASB; (xiv) pro forma consolidated financial statements for the Borrower including income statements, balance sheet and cash flows, prepared on a consolidating basis, reflecting the financial condition of the Borrower after giving effect to the incurrence of the Obligations hereunder and the ASB Acquisition; (xv) the "fairness opinion" of Bear ▇▇▇▇▇▇▇, dated August 30, 1995, prepared for the Borrower in connection with the ASB Acquisition, and any reports, analyses or opinions provided by Bear ▇▇▇▇▇▇▇ which in any way relate to or alter the conclusion set forth therein; (xvi) the quarterly consolidated and consolidating financial statements as of September 30, 1995 for the Borrower and its Subsidiaries (including ASB) reflecting results satisfactory to the Agent and the Lenders; (xvii) a letter from the certified public accountants for the Borrower, Health Care and ASB consenting to the reliance by the Agent and the Lenders upon the financial statements of the Borrower, Health Care and ASB; (xviii) an update in form and substance satisfactory to the Lender Agent regarding matters pertaining to the civil investigative demand served upon the Borrower by the United States Department of Justice on April 4, 1995, and its counsel:evidence that the Borrower has adequately reserved for any exposure resulting from said investigation; (ixix) this Agreement, duly executed confirmation that all agent relationships pertaining to the home health care business have been terminated and delivered by a written report detailing the remaining health care business of the Borrower and a Note of the Borrower conforming to the requirements set forth hereinGuarantors; (iixx) execution and delivery of documentation in form and substance satisfactory to First Fidelity Bank, National Association that the Warrantrepresentations, duly executed warranties and delivered covenants set forth herein have been incorporated by reference into the Borrower;First Fidelity Term Loan Agreement; and (iiixxi) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters documents as the Lender Lenders may reasonably requestrequire, including including, without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles other agreements, instruments, or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents indentures to which it any Obligor is a party party, including, without limitation, financing statements, proofs, opinions, guaranties and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2other written assurances.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Date (unless otherwise specified below), each of the following, each dated the Closing Date Date, unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counsel: (i) each Lender: this Agreement, Agreement duly executed by each Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and delivered the Borrowers received by each at least 1 Business Day prior to the Closing Date (or such later date as may be agreed to by the Borrower and a Note of the Borrower Borrowers), Notes conforming to the requirements set forth herein; (ii) in Section 2.8(e); the WarrantSecurity Documents, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the each Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names copies of UCC, Intellectual Property and true signatures other appropriate search reports and of each officer all effective prior filings listed therein, together with evidence of the Borrower who has been authorized termination of such prior filings and other documents with respect to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf the priority of the Borrowersecurity interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent and (B) all documents representing all Equity Interests being pledged pursuant to such Security Agreement and related undated powers or endorsements duly executed in blank, each duly executed by, in addition to the by-laws applicable Borrower, the applicable financial institution the Assignment of Membership Interests, duly executed by Emeritus, together with all documents representing all Equity Interests being pledged pursuant to such Assignment of Membership Interests and related undated powers or endorsements duly executed in blank, each duly executed by each Borrower as issuer; Mortgages, duly executed by each respective Borrower, for each Facility (except as may be otherwise agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto; The Guaranty, duly executed by Emeritus; One or more Environmental Indemnities, duly executed by Emeritus and the Borrowers; The state of title to the Real Property shall be satisfactory to the Administrative Agent and the Mortgages shall be insured by a mortgagee title insurance policy (or equivalent Constituent Documentbinding commitment therefor) of the Borrower as in effect on the date of such certificationform and substance and from a title insurer, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant all reasonably acceptable to the immediately preceding clause; (viii) a letter from Administrative Agent. Except for variances approved by the Borrower Administrative Agent prior to the Lender reaffirming as of the Closing Date those matters set forth (which approval shall be evidenced by the Administrative Agent’s execution and delivery of this Agreement), on or before the Closing Date, such title insurance policy shall be on an American Land Title Association (“ALTA”) form designated by the Administrative Agent, but subject to the local customs in the letter jurisdiction in which such Real Property exists, shall specifically contain no exception as to survey matters or creditors rights, must contain affirmative coverage against mechanics’, contractors’, suppliers’ and/or materialmen’s liens, filed or unfiled, must affirmatively insure that the security instrument is a valid first lien against the fee simple, marketable estate, insuring the Administrative Agent for the benefit of Lenders for a sum not less than the maximum principal amount of all financing hereunder and must contain such endorsements as may be required by the Administrative Agent (including, but not limited to and subject to availability in the jurisdiction in which the Real Property is located, endorsements covering zoning (ALTA 3.1 with parking), variable interest rates, no violations of covenants, conditions and restrictions of record, street address, no usury violation, environmental liens, tie-in, access, contiguity, encroachment, tax parcel, doing business, mortgage tax, first loss and last dollar). Fee simple title to the Real Property and to the fixtures, equipment, furniture and personal property encumbered by the Loan Documents shall be marketable, and free and clear of all defects, liens, encumbrances, security interests, assessments, restrictions and easements which are not acceptable to the Administrative Agent, in the Administrative Agent’s reasonable discretion. If access to the Real Property is by means of easements or leases, said easements or leases shall be reasonably satisfactory in form and substance to the Administrative Agent, shall be insured under the mortgagee’s title insurance policy issued to the Administrative Agent as part of the insured estate and shall not be subject to any prior liens or encumbrances. A search of the state and local public records shall disclose no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed and/or recorded against any Borrower to its accountants dated as of March 2or the property other than liens which are expressly permitted under this Agreement. The Administrative Agent shall have received the following, 2000; (ix) a certificate of a Responsible Officer all in form and substance reasonably satisfactory to the effect Administrative Agent in its sole and absolute discretion: such property appraisals, property As-Built Surveys, environmental reports, physical and structural inspection reports and other third party reports as the Administrative Agent shall deem necessary or appropriate; evidence, in the form of letters from municipalities, if available, As-Built Surveys, or other reasonable evidence, that the conditions set forth Real Property and all improvements thereon comply in Sections 3.1(b)all material respects with applicable codes, regulations and ordinances, are zoned for their current use, are adequately served by public utilities, are completed free of mechanics and materialmen’s liens, are not the subject to any pending litigation, are not the subject of any pending condemnation proceeding and have not been materially damaged by fire or other casualty; copies of all Leases pertaining to the Real Property; copies of all recent real estate tax bills, with proof of payment if due, together with evidence that each parcel of Real Property is a separately identifiable tax lot; and evidence, which evidence may be provided in the form of surveys required under clause (c)A) above, (d) reasonably satisfactory to the Administrative Agent that the improvements on the Real Property, other than with respect to the Springfield Facility, are not within a special flood hazard area and 3.2is not eligible for flood insurance under the U. S. Flood Disaster Protection Act of 1973, as amended. duly executed favorable opinions of counsel to the Borrowers including local counsel in each state in which a Facility being acquired is located, each addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request;

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Effective Date) each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; (ii) a reaffirmation of each of the WarrantGuaranty and Pledge Agreement and each other Collateral Document, duly executed and delivered by each respective Loan Party, together with each of the Borrowerfollowing: (A) evidence satisfactory to the Administrative Agent that the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral; and (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge Agreement and stock powers for such certificates, instruments and other documents executed in blank; (iii) a favorable opinion of O'Melveny (A) Shearman & MyerSterling LLP, counsel to the Borrower and Holdings, in substantially the form of Exhibit F-1 (Form of Opinion of Counsel for the Borrower and Holdings), (B) Potter ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, Delaware counsel to the Borrower and Holdings, in substantially the form of Exhibit F-2 (Form of Opinion of Delaware Counsel for the Borrower and Holdings), and (C) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, counsel to General Counsel of Holdings and the Borrower, which shall be to in substantially the effect set forth in form of Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability F-3 (Form of the Loan Documents;Opinion of General Counsel). (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the BorrowerBorrower and Holdings, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Person, together with certificates of such official attesting to the good standing of the Borrowereach such Person; (viiv) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and Holdings certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver this Agreement and any other Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (iv) above; (viiivi) the Fee Letter, duly executed by the parties thereto; and (vii) a letter from the Borrower to the Lender reaffirming duly executed Assignment and Acceptance of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation, as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated assignor, and Wachovia Bank, National Association, as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b)assignee, (c)B) Macquarie Bank Limited, as assignor, and Macquarie Finance Americas Inc., as assignee, (dC) Credit Suisse/First Boston, as assignor, and 3.2Macquarie Finance Americas Inc., as assignee, and (D) Credit Suisse International FKA, as assignor, and Macquarie Finance Americas Inc., as assignee.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed and delivered by the Borrower;Holdings; Credit Agreement Macquarie Infrastructure Company Inc. (iii) the Pledge Agreement, duly executed by the Borrower and Holdings, 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, including (x) such documents duly executed by the Borrower and Holdings as the Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge Agreement) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name the Borrower or Holdings 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 Closing Date or are otherwise permitted hereunder; and (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge Agreement and stock powers for such certificates, instruments and other documents executed in blank. (iv) a favorable opinion of O'Melveny (A) Shearman & MyerSterling LLP, counsel to the Borrower and Holdings, in substantially the form of Exhibit F-1 (Form of Opinion of Counsel for the Borrower and Holdings), (B) Potter A▇▇▇▇▇▇▇ and C▇▇▇▇▇▇ LLP, Delaware counsel to the Borrower and Holdings, in substantially the form of Exhibit F-2 (Form of Opinion of Delaware Counsel for the Borrower and Holdings), (C) H▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel of Holdings and the Borrower, in substantially the form of Exhibit F-3 (Form of Opinion of General Counsel) and (D) counsel to the Borrower, which shall be Administrative Agent as to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of this Agreement and the other Loan Documents; (iv) evidence of Documents to be executed on the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement AgreementClosing Date; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the BorrowerBorrower and Holdings, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Person, together with certificates of such official attesting to the good standing of the Borrowereach such Person; (viivi) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and Holdings certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;clause(v) above; and Credit Agreement Macquarie Infrastructure Company Inc. (viiivii) a letter from the Borrower to Collateral Letter, duly executed by the Lender reaffirming as of Borrower, Holdings, the Closing Date those matters set forth in Lenders, the letter of Issuers and the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2Administrative Agent.

Certain Documents. The Lender Administrative Agent shall have received on the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the each Borrower and a Note of the Borrower conforming to the requirements set forth hereinsignatory hereto; (ii) the WarrantPledge and Security Agreement, in substantially the form of Exhibit G (Form of Pledge and Security Agreement), duly executed and delivered by the BorrowerCompany, each Borrower and each Subsidiary Guarantor; (iii) favorable opinion the Guaranty, in substantially the form of O'Melveny & Myer▇ ▇▇▇Exhibit F (Form of Guaranty), counsel to duly executed by the Company, each Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender K*TEC Holdings and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documentseach Subsidiary Guarantor; (iv) evidence a favorable opinion of counsel to the waiver Loan Parties covering matters of compliance with New York, Delaware, Texas, Oregon and New Hampshire law, in each case addressed to the requirements set forth in Section 3.01 of Administrative Agent and the Settlement AgreementLenders and addressing such matters as any Lender through the Administrative Agent may reasonably request; (v) a certificate of a Responsible Officer of the Second Amendment Company certifying that all of the documents required to Rights Agreement executed be filed with any Governmental Authority to effectuate the Corporate Restructuring have been filed with such Governmental Authority and a copy of all documents in respect of such Corporate Restructuring as may be reasonably requested by the parties thereto Administrative Agent, each certified as being true, correct and delivered complete copies by a Responsible Officer of the Borrower to Company or the Lenderapplicable Loan Party; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrower;each such Loan Party; AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION (vii) a certificate of the Secretary or an Assistant Secretary or other authorized signatory of the Borrower each Loan Party certifying (A) the names and true signatures of each officer or authorized signatory of the Borrower such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certificationcertification (or that there was no change thereto since the by-laws last delivered to Administrative Agent in connection with the Existing Credit Agreement), (C) the resolutions of the Borrowersuch Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;clause (vi) above; and (viii) a letter from such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2Administrative Agent may reasonably request.

Certain Documents. The Lender Agent shall have received on the Closing Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Agent and each in form and substance reasonably satisfactory to the Agent: (1) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each Guarantor, (D) the Resigning Agent, (E) the Agent, (F) the Additional 2023 Refinancing Term Lender, in its capacity as such, (G) each 2023 Cashless Term Lender and (H) without duplication, any other Lenders that deliver a signature page to this Amendment (and, for the avoidance of doubt, including at least the Required Lenders immediately prior to the making of the 2023 Refinancing Term Loans); (2) a duly executed Lender Consent from each 2023 Cashless Term Lender; (3) a duly executed Agency Assignment Agreement from the Resigning Agent, the Borrower and the Agent; (i) an Officer’s Certificate of each Loan Party, dated the Effective Date, in form and substance satisfactory reasonably acceptable to the Lender Agent, with appropriate insertions and its counsel: (i) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably requestattachments, including without limitation, the enforceability copies of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent and/or similar governing body) bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents Amendment to which it is a party and, in the case of the Borrower, the borrowings hereunder, certified organizational authorizations (if required by applicable law or customary for market practice in the relevant jurisdiction), incumbency certifications, the certificate of incorporation or other similar Organizational Documents of each Loan Party certified by the relevant authority of the jurisdiction of organization, registration or incorporation of such Loan Party (only where customary in the applicable jurisdiction) and bylaws or other similar Organizational Documents of each Loan Party certified by a Responsible Officer as being in full force and effect on the Effective Date (or a certificate certifying that the Organizational Documents of such Loan Party remain in full force and effect and have not been amended, supplemented or otherwise modified since the date such documents have most recently been delivered to the Administrative Agent) and (ii) a good standing certificate (to the extent such concept exists in the relevant jurisdictions) for each Loan Party from its jurisdiction of organization, registration or incorporation; (5) favorable opinions of (A) A▇▇▇▇▇ & Bird LLP, counsel to the Loan Parties, (B) B▇▇▇▇, C▇▇▇▇▇▇ & G▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties, (C) MLT A▇▇▇▇▇ LLP, special Manitoba counsel to the Loan Parties and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant K▇▇▇▇ ▇▇▇▇ LLP, special Colorado, Florida, Minnesota, Missouri, Virginia and Washington counsel to the immediately preceding clauseLoan Parties, each addressed to the Administrative Agent, the Collateral Agent and the Lenders; (viii6) a letter from Request for Credit Extension requesting the Borrower 2023 Refinancing Term Loans (to be funded or deemed funded on the Effective Date) in accordance with Section 2.02 of the Amended Credit Agreement delivered to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000Agent; (ix7) a certificate of a Responsible Officer of the Borrower to the effect that each of the conditions set forth in Sections 3.1(b)Section 4.02 of the Credit Agreement have been satisfied; and (8) a Solvency Certificate, (c)which demonstrates that, (d) as of the Effective Date, Holdings and 3.2its Subsidiaries, on a consolidated basis, are and, after giving effect to the incurrence of the 2023 Refinancing Term Loan Facility and the application of the proceeds thereof on the Effective Date, will be, Solvent.

Certain Documents. The Lender Administrative Agent shall have received on the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each applicable Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed and delivered by each Subsidiary of the Borrower; (iii) the Tranche A Pledge and Security Agreement, duly executed by the Collateral Agent, the Borrower and each Tranche A Loan Party and the Tranche B Pledge and Security Agreement duly executed by the Collateral Agent, the Borrower and each Tranche B Loan Party, together with: (A) evidence satisfactory to the Collateral Agent that it (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral subject to Customary Permitted Liens, 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 the Collateral (including evidence satisfactory to the Administrative Agent that financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction have been appropriately filed with respect to the perfection of Liens created by the Pledge and Security Agreements) and (y) 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, none of which shall cover the Collateral except for those which shall be terminated or assigned on the Effective Date or otherwise permitted hereunder); (B) share certificates representing all shares of certificated Pledged Stock being pledged pursuant to such Pledge and Security Agreements and stock powers for such share certificates executed in blank; (C) all instruments representing Pledged Notes being pledged pursuant to such Pledge and Security Agreements duly endorsed in favor of the Administrative Agent or in blank; and (D) Blocked Account Letter with respect to the Concentration Account; and (E) Control Account Letters from all securities intermediaries with respect to all securities accounts and securities entitlements of each Loan Party; (iv) the Mortgage Documents for all real property owned by the Loan Parties, whether fee or leasehold (other than any Non-Material Leasehold), together with, in respect of each such property: (A) endorsements to the title insurance loan policies issued in connection with the Existing Credit Agreement, insuring the lien of the Mortgage Document in favor of the Collateral Agent subject to only those liens permitted in SECTION 8.2 hereof and otherwise satisfactory in form and substance to the Collateral Agent, in its reasonable discretion; (B) evidence that counterparts of the Mortgage Documents have been recorded (or a commitment from the applicable title insurance companies to cause such recording) in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, to create a valid and enforceable first priority lien on property subject to Customary Permitted Liens described therein in favor of the Collateral Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law; and (C) UCC fixture filings and evidence that said fixture filings have been filed (or a commitment from the applicable title insurance companies to cause such filing) in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, to create a valid and enforceable first priority security interest in the fixtures described therein in favor of the Collateral Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law) subject to Customary Permitted Liens. (v) from each Loan Party, with respect to each Lease in respect of such Lease (other than Leases which relate to a Non-Material Leasehold), as appropriate, (A) a Landlord Consent Letter, providing, among other things, a landlord estoppel and a landlord waiver or subordination of rights to tenant collateral equipment located on the demised premises, and otherwise in form and substance reasonably satisfactory to Administrative Agent; (B) a fully executed landlord estoppel and landlord waiver or subordination of rights to tenant collateral equipment located on the demised premises, both in form and substance satisfactory to Administrative Agent; and (C) a duly executed and recorded memorandum of lease in form and substance satisfactory to Administrative Agent; (vi) the Fee Letter; (vii) a favorable opinion of O'Melveny & Myer▇ (A) Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT E, (B) special FCC counsel to the Borrower, which shall be to the effect set forth in Exhibit B each case addressed to the Lender Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Lender Administrative Agent may reasonably request, including without limitation, request and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan DocumentsDocuments to be executed on the Effective Date; (ivviii) evidence a copy of each Network Affiliation Agreement as being complete and correct by a Responsible Officer of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement AgreementBorrower; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (viix) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viix) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrowersuch Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viiixi) a letter from certificate of the chief financial officer of the Borrower, stating that (A) the Borrower and its Subsidiaries taken as a whole are, and (B) the Borrower is, Solvent after giving effect to the Lender reaffirming Loans, the application of the proceeds thereof in accordance with SECTION 7.11 and the payment of all estimated legal, accounting and other fees related hereto and thereto; (xii) a certificate of the chief financial officer of the Borrower stating that, as of the Closing Date those matters Effective Date, (A) the Borrower is able to incur at least the aggregate Indebtedness provided for under the Commitments (including the Tranche C Commitments) without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Existing Subordinated Note Documents, (B) setting forth in reasonable detail satisfaction on a pro forma basis (as if all the Commitments, including the Tranche C Commitments, were fully drawn), as of the Effective Date, by the Borrower and its Subsidiaries of the debt incurrence tests set forth in the letter Section 1008 of the Borrower to its accountants dated as 10-3/8% Subordinated Note Indenture, Section 1008 of March 2the 9-3/8% Subordinated Note Indenture and Section 1008 of the 8-7/8% Subordinated Note Indenture, 2000;and (C) setting forth the Maximum Remaining Borrowing Limit and the calculation thereof. (ixxiii) a certificate of a Responsible Officer of the Borrower to the effect that (A) the conditions representations and warranties set forth in Sections 3.1(b)ARTICLE IV and in the other Loan Documents are true and correct on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (c)B) no Default or Event of Default has occurred and is continuing; (C) no litigation shall have been commenced against the Borrower or any of its Subsidiaries which, if adversely determined, would have a Material Adverse Effect; and (dD) there has been no Material Adverse Change since preparation and 3.2filing with the Securities and Exchange Commission of the financial statements dated as of December 31, 2001 and notes thereto, as delivered by the Borrower to each of the Lenders. (xiv) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.5 and any Collateral Document are in full force and effect, together with endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries; (xv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender or Agent through the Administrative Agent may reasonably request.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Conversion Date each of the following, each dated the Closing Conversion Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this the Intercreditor Agreement, duly executed by each party thereto; (ii) each Security Agreement duly executed and delivered by each Loan Party as set forth on Schedule 3.1 (Security Agreements) opposite such Security Agreement, together with each of the following: (A) evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Conversion Date, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest (or comparable security interest) in the Collateral contemplated thereby, 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, 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 applicable Security Agreement) and (y) 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, none of which shall cover such Collateral, except for those that shall be terminated on the Conversion Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to such Security Agreement duly endorsed in favor of the Administrative Agent or in blank; (D) all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in the reasonable judgment of the Administrative Agent, shall be required for the Loan Parties to comply with Section 7.12 (Control Accounts; Approved Deposit Accounts); and CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. (E) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and a Note of each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrowereach Guarantor; (iii) a favorable opinion of O'Melveny & Myer▇ (A) the Washington D.C. office of ▇▇▇▇▇▇, Cutler, Pickering, ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, which shall be and (B) ▇▇▇▇▇▇, Cutler, Pickering, ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the effect set forth Loan Parties in Exhibit B the United Kingdom, (C) Dechert LLP, counsel to the Loan Parties in Pennsylvania,, in each case addressed to the Lender Administrative Agent and the Lenders and addressing such other matters as any Lender through the Lender Administrative Agent may reasonably requestrequest including, including without limitation, the enforceability of the all applicable Loan Documents, compliance with all laws and regulations (including Regulation U of the Board of Governors of the Federal Reserve System), the perfection of all security interests purported to be granted and no conflicts with material agreements (including, without limitation, the First Mortgage Notes Indenture) and (D) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Conversion Date; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Loan Party, if applicable, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viiv) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (iv) above; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixvi) a certificate of a Responsible Officer of the Borrower, stating that the Borrower and its Subsidiaries taken as a whole are Solvent after giving effect to the Loans and Letters of Credit outstanding on the Conversion Date, 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; (vii) a certificate of a Responsible Officer of the Borrower to the effect that (A) the conditions condition set forth in Sections 3.1(b), Section 3.2(b) (c), Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (dB) 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; CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. (viii) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and 3.2any Collateral Document are in full force and 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 insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries; and (ix) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed and delivered by the Borrowereach Subsidiary Guarantor; (iii) the Pledge and Security Agreement, duly executed by the Borrower and each 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; (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank; provided, however, that any instruments representing Pledged Debt Instruments set forth on Schedule 2 to the Pledge and Security Agreement that have not been delivered by the Borrower on or before the Closing Date shall be delivered by the Borrower to the Administrative Agent not later than 60 days following the Closing Date (or by such later date as may be agreed to by the Administrative Agent); and (D) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all “securities intermediaries” (as defined in the UCC) with respect to all Securities Accounts and securities entitlements of the Borrower and each Subsidiary Guarantor and (2) all “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor; (iv) the Cayman Share Mortgage, along with certificates representing all Pledged Stock being pledged thereunder and stock powers for such certificates executed in blank; (v) Mortgages and UCC fixture filings for all of the Real Properties of the Loan Parties identified on Schedule 4.16 (Real Property) (except as may be agreed to by the Administrative Agent), together with title policies, surveys, opinion(s) of counsel and other supporting documentation reasonably acceptable to the Administrative Agent; provided, however, that the Borrower shall be required to deliver a zoning verification letter in form and substance reasonably acceptable to the Administrative Agent not later than 15 Business Days following the Closing Date (or by such later date as may be agreed to by the Administrative Agent); (vi) a favorable opinion of O'Melveny (A) W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Myer▇ R▇▇▇▇▇, counsel to the BorrowerLoan Parties, which shall be in substantially the form of Exhibit F (Form of Opinion of Counsel for the Loan Parties), (B) counsel to the effect set forth Loan Parties in Exhibit B Arizona, in each case addressed to the Lender Administrative Agent and the Lenders and addressing such other matters as any Lender through the Lender Administrative Agent may reasonably request, including without limitation, request and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan DocumentsDocuments to be executed on the Closing Date; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vivii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viiviii) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; clause (viiivii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000above; (ix) a certificate of a Responsible Officer to the effect that (A) the conditions condition set forth in Sections 3.1(b), Section 3.2(b) (c), Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (dB) no litigation not listed on Schedule 4.6 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (x) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 6.4 (Maintenance of Insurance) and 3.2any Collateral Document are in full force and 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 insurance policies to be maintained with respect to the properties of the Borrower and each other Loan Party; (xi) the Projections referred to in Section 4.4(b); (xii) an A/R Test Certificate dated as of the Effective Date; and (xiii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each of the following, each dated the date of the applicable Closing Date unless otherwise indicated Day: (i) The Note(s) to be purchased by such Purchaser. (ii) The Subsidiary Guaranty Agreement (on the Series A Closing Day) or agreed a ratification thereof (with respect to each subsequent Closing Day), duly executed by all Material Subsidiaries. (iii) A favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special counsel to the Company (or such other counsel designated by the LenderCompany and acceptable to the Purchasers) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization. (v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries. (vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the other Note Documents and the other documents to be delivered hereunder. (vii) A certificate of the Secretary of the Company and each Guarantor (A) attaching resolutions of the Board of Directors of the Company or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E. (viii) A good standing certificate for the Company and each Guarantor from the Secretary of State of its state of organization dated as of a date not more than thirty days prior to the applicable Closing Day and such other evidence of the status of the Company as such Purchaser may reasonably request. (ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements. (x) With respect to the Series A Closing Day, (A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers; (B) a certified copy of the Pledge Agreement and all amendments thereto; (C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions); (D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Lender and its counsel:Series A Note Purchasers; and (iE) this an Intercreditor Agreement, duly executed in form and delivered by the Borrower and a Note of the Borrower conforming substance satisfactory to the requirements set forth herein; (ii) the WarrantSeries A Note Purchasers, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto Purchasers and delivered the Collateral Agent, and acknowledged and agreed to by the Borrower Company and the Guarantors. (xi) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified transactions contemplated hereby as of a recent date may be reasonably requested by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2Purchaser.

Certain Documents. The Lender Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by each Borrower signatory hereto and, for the Borrower and account of each Lender requesting the same, a Revolving Credit Note or Revolving Credit Notes of the Borrower Borrowers conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed by Holdings, each Borrower signatory hereto and delivered by the Borrowereach Subsidiary Guarantor; (iii) the Pledge and Security Agreement, duly executed by each Borrower, Holdings and each Subsidiary Guarantor, together with: (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, 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 the 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, 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 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 Closing Date); (B) share certificates representing all of certificated Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such share certificates executed in blank; (C) all instruments representing Pledged Notes being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank; (D) Blocked Account Letters from all Blocked Account Banks; and (E) Control Account Letters from (A) all securities intermediaries with respect to all securities accounts and securities entitlements of each Borrower, Holdings and each Subsidiary Guarantor and (B) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by each Borrower, Holdings and each Subsidiary Guarantor; (iv) the Financial Statements described in clause (a) of Section 4.4 (Financial Statements), the Business Plans described in clause (c) of Section 4.4 and the Pro Forma Balance Sheet described in clause (d) of Section 4.4; (v) appraisals of the Borrowers' Inventory in form, scope and substance reasonably satisfactory to the Administrative Agent and from an appraiser satisfactory to the Administrative Agent; (vi) a favorable opinion of O'Melveny (A) ▇▇▇▇▇▇ & Myer▇ ▇▇▇▇▇▇▇, counsel to the BorrowerLoan Parties, which shall be in substantially the form of Exhibit I (Form of Opinion of Counsel for the Loan Parties) covering matters of New York and California law and (B) counsel to the effect set forth Loan Parties in Exhibit B Texas, in each case addressed to the Lender Administrative Agent and the Lenders and addressing such other matters as any Lender through the Lender Administrative Agent may reasonably request, including without limitation, the enforceability of the Loan Documents; (ivvii) evidence a copy of each Related Document certified as being complete and correct by a Responsible Officer of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement AgreementCompany; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (viviii) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viiix) a certificate of the Secretary or an Assistant Secretary or other authorized signatory of the Borrower each Loan Party certifying (A) the names and true signatures of each officer or authorized signatory of the Borrower such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrowersuch Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (viii) above; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixx) a certificate of a Responsible Officer of the Company, stating that each of the Borrowers 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 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (xi) a certificate of a Responsible Officer of the Company to the effect that (A) the conditions condition set forth in Sections 3.1(b), Section 3.2(b) (c), Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (dB) no litigation not listed on Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect; (xii) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and 3.2any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of Holdings, the Borrowers and their respective Subsidiaries; and (xiii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Lender Administrative Agents 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 LenderAdministrative Agents, in form and substance satisfactory to the Lender and its counselAdministrative Agents: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; (ii) the WarrantAcknowledgment and Consent, in the form attached hereto as Exhibit M (each, a "Lender Consent"), duly executed and delivered by the BorrowerRequisite Revolving Credit Lenders and each Term Loan Lender; (iii) favorable opinion the Intercreditor Agreement, duly executed by each of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitationAdministrative Agents, the enforceability of Collateral Agent and the Loan DocumentsParties; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement AgreementGuaranty, duly executed by each Guarantor; (v) the Second Amendment to Rights Agreement Pledge and Security Agreement, duly executed by the parties thereto Borrower and each Guarantor, together with each of the following: (A) evidence satisfactory to the Administrative Agents that, upon the filing and recording of instruments delivered on or prior to the Effective Date, the Collateral Agent shall have a valid and perfected first priority security interest for the benefit of the Senior Secured Parties and a second priority security interest for the benefit of the Junior Secured Parties, in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agents may request with respect to the perfection of its security interests in the Collateral (including patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the 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 Borrower to the Lender; Pledge and Security Agreement) and (viy) a copy copies of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified UCC search reports as of a recent date by the Secretary of State of the state of incorporation of the Borrowerlisting all effective financing statements that name any Loan Party as debtor, together with certificates copies of such official attesting to financing statements, none of which shall cover the good standing of Collateral except for those that shall be terminated on the BorrowerEffective Date or are otherwise permitted hereunder; (viiB) a certificate share certificates representing all of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names certificated Pledged Stock being pledged pursuant to such Pledge and true signatures of each officer of the Borrower who has been authorized to execute Security Agreement and deliver any Loan Document or other document required hereunder to be stock powers for such share certificates executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, blank; (C) the resolutions all instruments representing Pledged Notes being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Borrower's Board of Directors (Collateral Agent or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseblank; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2

Certain Documents. The Lender Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counselAdministrative Agent: (i) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary Authorized Officer of the Borrower certifying (Ai) the names and true signatures of each officer of the Borrower who has been authorized as to execute and deliver any Loan Document its organizational or constitutional documents, (ii) as to its resolutions or other document required hereunder to be executed and delivered by action of its board of directors, manager or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) members approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Agreement and the other Transaction Documents to which it is a party are true and (D) that there have been no changes correct in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming all material respects as of the Closing First Amendment Date those matters set forth (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to its knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the letter incumbency and specimen signature of each of its Authorized Officers authorized to execute this Agreement and the other Transaction Documents to which it is a party; (ii) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower covering customary corporate matters under New York. Maryland and Delaware law and such other matters as the Administrative Agent and its counsel shall reasonably request, in form and substance reasonably satisfactory to its accountants the Administrative Agent; (iii) the executed Lender Fee Letter, dated as of March 2the date hereof; (iv) the executed Administrative Agent Fee Letter, 2000; dated as of the date hereof; (ixv) the executed Omnibus Amendment and Affirmation (the “Omnibus Amendment and Affirmation”), dated as of the First Amendment Date, by and among New Mountain Private Credit Fund, the Borrower, the Collateral Administrator, the Collateral Agent and the Administrative Agent; (vi) a certificate of a Responsible an Authorized Officer of New Mountain Private Credit Fund certifying (i) as to its organizational or constitutional documents, (ii) as to its resolutions or other action of its board of directors, manager or members approving the Omnibus Amendment and Affirmation and (iii) as to the effect that incumbency and specimen signature of each of its Authorized Officers authorized to execute the conditions set forth in Sections 3.1(b)Omnibus Amendment and Affirmation; and (vii) such other instruments, (c), (d) certificates and 3.2documents from the Credit Parties as the Administrative Agent and the Lenders shall have reasonably requested. 81

Certain Documents. The Lender Administrative Agent and MLC shall have received on or prior to the Closing Date or the applicable Permitted Acquisition Closing Date, each of the following, each dated the Closing Date or the applicable Permitted Acquisition Closing Date, unless otherwise indicated or agreed to by the LenderAdministrative Agent and MLC, in form and substance satisfactory to the Lender Administrative Agent and its counseleach Lender: (i) this Agreement, Agreement duly executed by each Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and delivered the Borrowers received by each at least 1 Business Days prior to the Closing Date (or such later date as may be agreed to by the Borrower and a Note of the Borrower Borrowers), Notes conforming to the requirements set forth hereinin Section 2.8(e); (ii) the WarrantSecurity Agreement, duly executed by each Borrower, together with (A) copies of UCC, Intellectual Property and delivered 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 Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) all documents representing all Equity Interests being pledged pursuant to such Security Agreement and related undated powers or endorsements duly executed in blank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Borrowers to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Borrower, the applicable financial institution; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇Mortgages, counsel to the duly executed by each respective Borrower, which shall for each Facility (except as may be otherwise agreed to by the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably requestAdministrative Agent), including without limitation, the enforceability of the Loan Documentstogether with all Mortgage Supporting Documents relating thereto; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement AgreementThe Limited Recourse Guaranty, duly executed by Emeritus; (v) the Second Amendment to Rights Agreement One or more Environmental Indemnities, duly executed by Emeritus and the parties thereto and delivered by the Borrower to the LenderBorrowers; (vi) The state of title to the Real Property shall be satisfactory to the Administrative Agent and the Mortgages shall be insured by a mortgagee title insurance policy (or binding commitment therefor) in form and substance and from a title insurer, all reasonably acceptable to the Administrative Agent. Except for variances approved by the Administrative Agent prior to the Closing Date (which approval shall be evidenced by the Administrative Agent’s execution and delivery of this Agreement), on or before the Closing Date, such title insurance policy shall be on an American Land Title Association (“ALTA”) form designated by the Administrative Agent, but subject to the local customs in the jurisdiction in which such Real Property exists, shall specifically contain no exception as to survey matters or creditors rights, must contain affirmative coverage against mechanics’, contractors’, suppliers’ and/or materialmen’s liens, filed or unfiled, must affirmatively insure that the security instrument is a valid first lien against the fee simple, marketable estate, insuring the Administrative Agent for the benefit of Lenders for a sum not less than the maximum principal amount of all financing hereunder and must contain such endorsements as may be required by the Administrative Agent (including, but not limited to and subject to availability in the jurisdiction in which the Real Property is located, endorsements covering zoning (ALTA 3.1 with parking), variable interest rates, no violations of covenants, conditions and restrictions of record, street address, no usury violation, environmental liens, tie-in, access, contiguity, encroachment, tax parcel, doing business, mortgage tax, first loss and last dollar). Fee simple title to the Real Property and to the fixtures, equipment, furniture and personal property encumbered by the Loan Documents shall be marketable, and free and clear of all defects, liens, encumbrances, security interests, assessments, restrictions and easements which are not acceptable to the Administrative Agent, in the Administrative Agent’s reasonable discretion. If access to the Real Property is by means of easements or leases, said easements or leases shall be reasonably satisfactory in form and substance to the Administrative Agent, shall be insured under the mortgagee’s title insurance policy issued to the Administrative Agent as part of the insured estate and shall not be subject to any prior liens or encumbrances. A search of the state and local public records shall disclose no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed and/or recorded against any Borrower or the property other than liens which are expressly permitted under this Agreement. (vii) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent and MLC in its sole and absolute discretion: (A) such property appraisals, property As-Built Surveys, environmental reports, physical and structural inspection reports and other third party reports as the Administrative Agent shall deem necessary or appropriate; (B) evidence, in the form of letters from municipalities, if available, As-Built Surveys, or other reasonable evidence , that the Real Property and all improvements thereon comply in all material respects with applicable codes, regulations and ordinances, are zoned for their current use, are adequately served by public utilities, are completed free of mechanics and materialmen’s liens, are not the subject to any pending litigation, are not the subject of any pending condemnation proceeding and have not been materially damaged by fire or other casualty; (C) copies of all Leases pertaining to the Real Property; (D) copies of all recent real estate tax bills, with proof of payment if due, together with evidence that each parcel of Real Property is a separately identifiable tax lot; and (E) evidence, which evidence may be provided in the form of surveys required under clause (A) above, reasonably satisfactory to the Administrative Agent that the improvements on the Real Property are not within a special flood hazard area and is not eligible for flood insurance under the U. S. Flood Disaster Protection Act of 1973, as amended. (viii) duly executed favorable opinions of counsel to the Borrowers in New York and in each state in which a Facility being acquired is located, each addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request including a non-consolidation opinion; (ix) a copy of the articles or certificate each Constituent Document of incorporation (or equivalent organizational documents) of the Borrowereach Borrower that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Governmental Authority or a Responsible Officer, together with with, if applicable, certificates of from such official Governmental Authority attesting to the good standing of the Borrowersuch Borrower in such jurisdiction and each other jurisdiction where such Borrower 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); (viix) a certificate of the Secretary or an Assistant Secretary a Responsible Officer of the each Borrower in charge of maintaining books and records of such Borrower certifying as to (A) the names and true signatures of each officer Responsible Officer of the such Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the BorrowerDocument, (B) the by-laws (or equivalent Constituent Document) Documents of the such Borrower attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) if applicable, the resolutions of the such Borrower's Board ’s board of Directors (directors or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it such Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseparty; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixxi) a certificate of a Responsible Officer of each Borrower to the effect that (A) after giving effect to the conditions Term Loan, (1) the representations and warranties set forth in Sections 3.1(b)any Loan Document are true and correct in all material respects as of the Closing Date or the Permitted Acquisition Closing Date, and (c)2) no Event of Default shall be continuing, and (dB) the Borrowers taken as a whole are Solvent after giving effect to the Term Loans, the application of the proceeds thereof in accordance with Section 7.9 and 3.2the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; and (xii) insurance certificates in form and substance satisfactory to the Administrative 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. (xiii) such other documents and information with respect to the Facilities or the Borrowers as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Lender following shall have been received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance be satisfactory to the Lender and its counseleach Noteholder: (i) duly executed counterparts of this Amendment; (ii) one or more duly executed 9.00% Senior Notes, in the form attached hereto as Exhibit A; (iii) duly executed counterparts of the Amended and Restated Loan Agreement, duly dated of even date herewith, amending the Loan Agreement, in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Borrower Company and a Note of the Borrower conforming to the requirements set forth hereinall other parties thereto; (iiiv) duly executed counterparts of the WarrantSecurity Agreement, duly the Mortgage and the Environmental Indemnity Agreement, each in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender Company and addressing such all other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreementparties thereto; (v) evidence that all other actions necessary or desirable to perfect and protect the Second Amendment to Rights Agreement executed security interests created by the parties thereto and delivered by the Borrower to the LenderSecurity Documents have been taken; (vi) a copy duly executed counterparts of the articles or Collateral Agency Agreement, in form, scope and substance satisfactory to each Noteholder, executed and delivered by the Company and all other parties thereto; (vii) certificate of incorporation (the Secretary or equivalent organizational documents) Assistant Secretary of the BorrowerCompany attaching and certifying copies of (A) the certificate of incorporation, as amended, of the Company certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the BorrowerDelaware, (B) the by-laws (or equivalent Constituent Document) bylaws, as amended, of the Borrower as in effect on the date of such certificationCompany, (C) the resolutions of the Borrower's Board board of Directors (or equivalent governing body) approving and directors of the Company, authorizing the execution, delivery and performance of this Amendment, the 9.00% Senior Notes, the Note Agreement as amended hereby, the Security Documents and all related documents (collectively, the other Loan Documents to which it is a party "Amendment Documents"), and (D) that there have been no changes in the certificate name, title and true signature of incorporation (or equivalent Constituent Document) each officer of the Borrower from Company executing the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseAmendment Documents; (viii) a letter from the Borrower current appraisals pertaining to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2Company's real property, 2000plant, equipment and inventory; (ix) a certificate Phase I environmental site assessment reports with respect to any real property to be owned or leased by the Company from and after the Effective Date; (x) evidence that the Company has entered into documentation amending the Master Equipment Lease to (A) waive all existing Defaults and Events of a Responsible Officer Default as defined therein and (B) amend the financial covenants contained therein to be consistent with the financial covenants contained in the Note Agreement as amended by this Amendment; (xi) evidence that each of Fifth Third Bank and General Electric Capital Corporation has consented to the effect that execution and delivery of this Amendment and the conditions set forth other Amendment Documents by the Company; (xii) an opinion from ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ LLC, counsel for the Company, dated the Effective Date, in Sections 3.1(b)form, scope and substance satisfactory to each Noteholder; (c)xiii) an opinion from VanAntwerp, Monge, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel for the Company, dated the Effective Date, in form, scope and substance satisfactory to each Noteholder; and (dxiv) audited Fiscal Year 2001 consolidated financial statements of the Company and 3.2its Subsidiaries, together with the unqualified report thereon by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP marked "draft", delivered in accordance with the requirements of Section 5.17(b) of the Note Agreement other than those relating to the timing of the delivery thereof.

Certain Documents. The Lender Administrative 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 LenderAdministrative Agent, in form and substance satisfactory to the Lender each Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed by each Guarantor; (A) the UK Intercreditor Agreements, duly executed by each of the UK Lenders, the UK Security Trustee, the Syndication Agent, each UK Senior Lender and the UK Borrower and (B) the US Intercreditor Agreement, duly executed by each of the Administrative Agent, each US Senior Lender and the Borrower; (iv) the Security Agreement, duly executed by the Borrower and each Guarantor, together with evidence satisfactory to each 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 security interest in the Collateral, including (A) such documents duly executed by each Loan Party as either Agent may request with respect to the perfection of such security interest (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, 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 Security Agreement) and (B) 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, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder; (v) the Notice of Borrowing, duly executed by the Borrower; (iiivi) a favorable opinion of O'Melveny & Myer▇ (A) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, which shall be in substantially the form of Exhibit E (Form of Opinion of Counsel for the Loan Parties), (B) Georgia counsel to the effect set forth Loan Parties acceptable to each Agent and in Exhibit B addressed form and substance satisfactory to each Agent and (C) counsel to the Lender and addressing such other matters Administrative Agent as the Lender may reasonably request, including without limitation, to the enforceability of this Agreement and the other Loan DocumentsDocuments to be executed on the Closing Date; (ivvii) evidence a copy of each amendment to the Senior Facility Documents executed in connection herewith, together with all documents executed in connection therewith, each certified as being complete and correct by a Responsible Officer of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement AgreementBorrower; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (viviii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsconstituent document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viiix) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Documentconstituent document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Documentconstituent document) of the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Documentconstituent document) delivered pursuant to the immediately preceding clauseclause (viii) above; (viiix) a letter from certificate of a Responsible Officer of the Borrower, stating that the Borrower is Solvent after giving effect to the Lender reaffirming as initial Loans, the application of the Closing Date those matters set forth proceeds thereof in accordance with Section 6.17 (Use of Proceeds) and the letter payment of the Borrower to its accountants dated as of March 2all estimated legal, 2000accounting and other fees related hereto and thereto; (ixxi) a certificate of a Responsible Officer to the effect that (A) the conditions condition set forth in Sections 3.1(b)Section 3.1 (Conditions Precedent to Loans) has been satisfied and (B) no litigation not listed on Schedule 4.5 shall have been commenced against any Loan Party or any of its Subsidiaries that, if adversely determined, would have a material adverse effect on the assets, liabilities, properties and condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole; (c), xii) evidence satisfactory to each Agent that the insurance policies required by Section 6.4 (dInsurance) and 3.2any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries; and (xiii) such other certificates, documents, agreements and information respecting any Loan Party as either Agent may reasonably request.

Certain Documents. The Lender Each Remaining Holder shall have received on the Closing Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to indicated: (i) a Guaranty executed by Western Gas Wyoming, L.L.C., WGR Canada, Inc., ▇▇▇▇▇ Oil and Gas Company and Pinnacle Gas Treating, Inc. and a Consent executed by each Guarantor; (ii) the Company Pledge Agreement executed by the LenderCompany and the MIGC Pledge Agreement executed by MIGC; (iii) the Intercreditor Agreement executed by each party thereto; (iv) a certificate of the Secretary or Assistant Secretary of the Company certifying (a) the resolutions of the Board of Directors of the Company approving this Agreement, the Company Pledge Agreement and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Company Pledge Agreement, and (b) the names and true signatures of the officers of the Company authorized to sign this Agreement, the Company Pledge Agreement and the other documents to be delivered by the Company hereunder; (v) a certificate of the Secretary or Assistant Secretary of each Guarantor other than MIGC certifying (a) the resolutions of the board of directors or similar governing body of such Guarantor approving the Guaranty and/or Consent, as applicable, executed in connection with this Agreement by such Guarantor and all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the Guaranty and/or Consent, as applicable, executed in connection with this Agreement by such Guarantor, and (b) the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty and/or Consent, as applicable, executed in connection with this Agreement by such Guarantor, and the other documents to be delivered by such Guarantor hereunder; (vi) a certificate of the Secretary or Assistant Secretary of MIGC certifying (a) the resolutions of the board of directors of MIGC approving the MIGC Pledge Agreement and the Consent executed in connection with this Agreement by MIGC and all documents evidencing other necessary corporate action or governmental approvals, if any, with respect to the MIGC Pledge Agreement and the Consent executed in connection with this Agreement by MIGC, and (b) the names and true signatures of the officers of MIGC authorized to sign the MIGC Pledge Agreement and the Consent executed in connection with this Agreement by MIGC, and the other documents to be delivered by MIGC hereunder; (vii) a favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of the Company, reasonably satisfactory to such Remaining Holder and substantially in the form of Exhibit B attached hereto and as to such other matters as such Remaining Holder may reasonably request, and by its execution and delivery hereof the Company hereby directs such counsel to deliver such opinion and acknowledges and agrees that each Remaining Holder receiving such opinion will and is hereby authorized to rely on such opinion; (viii) a copy of the Bridge Facility, in form and substance satisfactory to the Lender such Remaining Holder and its counsel: (i) this Agreement, duly executed and delivered certified by the Borrower and a Note an Authorized Officer of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed Company as being true and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000complete; (ix) a certificate copy of a Responsible the NationsBank Agreement, in form and substance satisfactory to such Remaining Holder and certified by an Authorized Officer of the Company as being true and complete, together with evidence satisfactory to such Remaining Holder as to the effect that ability of the Company to satisfy the conditions set forth precedent to the extension of credit thereunder; (x) copies of all amendments and waivers relating to the Master Shelf Agreement, in Sections 3.1(b)form and substance satisfactory to such Remaining Holder and certified by an Authorized Officer of the Company as being true and complete; and (xi) copies of all pledge agreements for the benefit of the holders of Debt under the Bridge Facility, (c)the NationsBank Agreement or the Master Shelf Agreement, (d) in each case in form and 3.2substance satisfactory to such Remaining Holder and certified by an Authorized Officer of the Company as being true and complete.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Date substantially concurrently with the satisfaction of the other conditions each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counsel: Administrative Agent: (iA) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; Holdings; (iiB) the WarrantGuaranty, duly executed and delivered by each Guarantor; (C) the Borrower; Pledge and Security Agreement, duly executed and delivered by each Loan Party, together with each of the following: evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, the Administrative Agent (iiifor the benefit of the applicable Secured Parties) shall have a valid and perfected first priority security interest in the Collateral to the extent provided in the Collateral Documents (subject to Liens on the applicable assets otherwise permitted hereby and thereby), including such documents duly executed by each such Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC and copyright security agreements suitable for filing with the United States Copyright Office or, with respect to trademarks and patents, notifications and confirmations of grants of security interest suitable for 136 filing with the United States Patent and Trademark Office), as the case may be, and other applicable documents with respect to the perfection of Liens created by the applicable Pledge and Security Agreement; share certificates representing all certificated Pledged Stock being pledged pursuant to such Pledge and Security Agreement, to the extent deliverable, and stock powers for such share certificates executed in blank; and Combined Affiliate Promissory Notes, and instruments of transfer for such Combined Affiliate Promissory Notes executed in blank; (D) a favorable opinion of O'Melveny (A) ▇▇▇▇▇▇▇▇▇ & Myer▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties as to such matters as reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent and (B) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special Delaware counsel as to such matters as reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Borrower, which shall be Administrative Agent; (E) a certificate dated as of a recent date from the Secretary of State of the jurisdiction of organization of each Loan Party attesting to the effect set forth in Exhibit B addressed to the Lender and addressing good standing of each such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; Party; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (viF) a copy of the articles or certificate Constituent Document of incorporation (or equivalent organizational documents) of the Borrowereach Loan Party, certified (if appropriate in such jurisdiction) as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates organization (or other appropriate official) of such official attesting to the good standing of the Borrower; Loan Party; (viiG) a certificate of the Secretary or an Assistant Secretary (or other appropriate officer) of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party or other authorized signatory that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; this clause (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; vii); (ixH) a certificate of a Responsible Officer the chief financial officer of the Borrower in the form of Exhibit T certifying as to the effect that the conditions set forth in Sections 3.1(b)Solvency, (c), (d) and 3.2after

Certain Documents. The Lender Purchasers shall have received on the Closing Date each of the following, each dated the Date of Closing Date (unless otherwise a different date is indicated or agreed to by the Lenderbelow), and each in form form, scope and substance satisfactory to the Lender and its counselPurchasers: (i) this Agreement, duly executed and delivered the Note(s) to be purchased by the Borrower and a Note of the Borrower conforming to the requirements set forth hereinsuch Purchaser; (ii) certified copies of the Warrantresolutions of the ESOP Trustee, duly executed on behalf of the ESOP, approving each of the Note Documents to which the ESOP Trust is a party, and delivered by certified copies of all documents evidencing other necessary ESOP Trustee action, ESOP participant actions, if any, and governmental approvals, if any, with respect to each of the BorrowerNote Documents to which the ESOP Trust is a party; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability certified copies of the Loan Documentsresolutions of the Services Company approving each of the Note Documents to which the Services Company is a party, and certified copies of all documents evidencing other necessary corporate action (including stockholder approvals, if required) and governmental approvals, if any, with respect to each of the Note Documents to which the Services Company is a party; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower ESOP Trustee certifying (A) the names and true signatures of each officer the officers of the Borrower who has been ESOP Trustee authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of sign the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Note Documents to which it the ESOP Trust is a party and the other documents to be delivered hereunder by the ESOP; (Dv) that there have been no changes in the a certificate of incorporation the Secretary or an Assistant Secretary of the Services Company certifying the names and true signatures of the officers of the Services Company authorized to sign the Note Documents to which the Services Company is a party and the other documents to be delivered hereunder by the Services Company; (vi) a certificate of an authorized officer of the Collateral Trustee certifying the names and true signatures of the officers of the Collateral Trustee authorized to sign the Collateral Trust Agreement and any other Note Documents to which the Collateral Trustee is a party; (vii) copies of the Articles of Incorporation and bylaws, each as amended to date, of the Services Company, certified by the Secretary or equivalent Constituent Documentan Assistant Secretary of the Services Company, and a copy (certified by the Pennsylvania Secretary of State within 10 Business Days of the Date of Closing) of the Borrower from Index and Docket Record of the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseServices Company; (viii) a letter from the Borrower favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel to the Lender reaffirming as of the Closing Date those matters set forth Services Company, substantially in the letter form of the Borrower to its accountants dated as of March 2, 2000Exhibit C attached hereto; (ix) a certificate favorable opinion of a Responsible Officer Jenkens & ▇▇▇▇▇▇▇▇▇, A Professional Corporation, counsel to the ESOP Trustee, substantially in the form of Exhibit D attached hereto; (x) a favorable opinion of Montgomery, McCracken, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Collateral Trustee, substantially in the form of Exhibit E attached hereto; (xi) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., who are acting as special counsel for the Purchasers in connection with this transaction, as to such matters incident to the matters herein contemplated as the Purchasers may reasonably request; (xii) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports, dated within 10 Business Days of the Date of Closing, listing all effective financing statements which name the ESOP or the Services Company (under the present name of each and any previous name held within the last five years) as debtor and which are filed in the offices of the Secretaries of State of Pennsylvania and Illinois; (xiii) certified copies of each of the ESOP Documents, the terms and conditions of which shall be in full force and effect and shall not have been amended, modified or waived except with the Purchasers' prior written consent; (xiv) certified copies of the Certificate of Limited Partnership or Certificate of Formation of each of the Master Partnership and each of Buckeye Pipe Line Company, L.P., Buckeye Pipe Line Holdings, L.P., Everglades Pipe Line Company, L.P. and Laurel Pipe Line Company, L.P., each as amended to date, certified by the Secretary of State (or other appropriate authority) of the state where each is organized within 10 Business Days of the Date of Closing; (xv) certified copies of the partnership agreements or limited liability company operating agreements governing the Master Partnership and the Operating Companies, each as amended to date, the terms and conditions of which shall be in full force and effect; (xvi) certified copies of all management agreements by and between the Manager and the Master Partnership or any of the Operating Companies, each as amended to date, the terms and conditions of which shall be in full force and effect; (xvii) certified copies of the Glenmoor Management Agreement, the Exchange Agreement, the Services Agreement, the BMC Expense Reimbursement Agreement (as defined in the Guaranty Agreement), the Reimbursement Security Agreements (as defined in the Guaranty Agreement) and the Incentive Compensation Agreement, each as amended to date, the terms and conditions of which shall be in full force and effect; (xviii) a certified copy of the Intercreditor Agreement, the terms and conditions of which shall be in full force and effect; (xix) a statement of income and changes in plan equity for the ESOP's 2002 Plan Year (as defined in the ESOP Plan), and a statement of financial condition for the ESOP as at the end of such year, reported on by independent public accountants of recognized national standing selected by the ESOP, whose report shall be without limitation as to the scope of the audit; (xx) a copy of each other report submitted to the ESOP or the ESOP Trustee by its independent accountants in connection with any annual, interim or special audit made by them of the books of the ESOP prior to the Date of Closing; (xxi) a copy of the 2002 annual report of the ESOP on Form 5500, and copies of all other material reports and notices which the ESOP or the ESOP Trustee has filed under ERISA with the IRS or the U.S. Department of Labor, or which the ESOP Trustee has received from either of the foregoing entities, in each case prior to the Date of Closing; (xxii) the Collateral Trust Agreement, duly executed and delivered by the Collateral Trustee, the ESOP Trust and the Services Company; (xxiii) a Guaranty Agreement, duly executed and delivered by the Services Company; (xxiv) a Security Agreement, duly executed and delivered by the Services Company; (xxv) a Collateral Assignment of Deposit Accounts, duly executed and delivered by the ESOP Trust, the Services Company, the Collateral Trustee, and Wachovia Bank, National Association, as depository institution thereunder; (xxvi) all Uniform Commercial Code financing statements deemed necessary or appropriate by the Purchasers to perfect the Liens in favor of the Collateral Trustee arising under the Security Documents, duly executed by the appropriate Persons, to be recorded with the appropriate filing offices; (xxvii) Pledge Agreements, duly executed and delivered by the ESOP Trust and the Services Company; (xxviii) certificates representing 100% of the capital stock and partnership units pledged pursuant to each of the Pledge Agreements described in clause (xxvii), together with an undated stock power or assignment for each such certificate executed in blank by the applicable pledgor; (xxix) an Officer's Certificate of the Services Company, certifying that the conditions set forth Services Company is Solvent, both before and after giving effect to the transactions contemplated by or in Sections 3.1(b)connection with this Agreement; and (xxx) certificates of insurance naming the Collateral Trustee as loss payee and as an additional insured, (c), (d) and 3.2as required by Section 4.12 of the Guaranty Agreement.

Certain Documents. The Lender Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Administrative Agent and each Lender and its counseleach of their respective counsel and in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by each of the Borrower and Loan Parties party th ereto and, for the account of each Lender requesting the same, a Note or Notes of the Borrower Borrowers conforming to the requirements set forth herein;; Credit Agreement EXIDE TECHNOLOGIES (ii) the WarrantStandstill Agreement, duly executed and delivered by the BorrowerPre-Petition Agent, the Pre-Petition Lenders holding 100% of the obligations under the Pre-Petition Facility, the Administrative Agent and the Company; (iii) the Intercreditor Agreement, duly executed and delivered by the Administrative Agent, the Pre-Petition Agent, the Company, GNB and certain Foreign Subsidiaries of the Company; (iv) copies of UCC search reports as of a recent date listing all effective financing statements that name the Company as debtor, together with copies of such financing statements; (A) delivery by the Pre-Petition Agent of share certificates held by it pursuant to the Pre-Petition Facility representing such of the certificated Pledged Stock being pledged pursuant to this Agreement and stock powers for such share certificates executed in blank, as the Administrative Agent may require; (B) delivery by the Pre-Petition Agent of instruments held by it pursuant to the Pre-Petition Facility representing such of the Pledged Notes pledged pursuant to this Agreement as shall be requested by the Administrative Agent, in each case duly endorsed in favor of the Administrative Agent or in blank; (C) delivery by the Company of share certificates not in the possession of the Pre-Petition Agent representing such of the remaining Pledged Stock being pledged pursuant to this Agreement and stock powers for such share certificates executed in blank, as the Administrative Agent may require; and (D) delivery by the Company of instruments not in the possession of the Pre-Petition Agent representing such of the remaining Pledged Notes pledged pursuant to this Agreement as shall be requested by the Administrative Agent, in each case duly endorsed in favor of the Administrative Agent or in blank; (vi) evidence satisfactory to the Administrative Agent that all Liens encumbering the assets of any Non-Filing Subsidiary (which are not permitted under the terms of this Agreement) have been or will be discharged and released on the Closing Date; (vii) a favorable opinion of O'Melveny ▇▇▇▇▇▇▇▇ & Myer▇ ▇▇▇▇▇, counsel to the BorrowerCompany and its Domestic Subsidiaries, which shall be to in substantially the effect set forth in form of Exhibit B G-1 (Form of Opinion of Counsel for the Company and its Domestic Subsidiaries), addressed to the Lender Administrative Agent and the Lenders and addressing such other matters as any Lender through the Lender Administrative Agent may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (viviii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the BorrowerCompany and each of the Domestic Guarantors, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Person, in each case, together with certificates of such official attesting to the good standing of the Borrower;each such Person; 77 Credit Agreement EXIDE TECHNOLOGIES (viiix) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrowersuch Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clausesubclause (viii) above; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixx) a certificate of a Responsible Officer of the Company to the effect that the conditions condition set forth in Sections 3.1(bSection 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied; (xi) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of each Loan Party; (xii) such title insurance policies, current as built surveys, zoning letters and certificates of occupancy, delivered by the Company in connection with the Third Amendment dated as of December 28, 2001, to the Pre-Petition Facility, in each case satisfactory to the Administrative Agent, in its sole discretion; (xiii) evidence satisfactory to the Administrative Agent of the receipt of the consents, authorizations and approvals, and the making of the filings, listed on Schedule 4.2 (Consents); and (xiv) evidence of satisfactory adequate protection provisions and treatment (if any) with respect to the obligations of the Company and its Domestic Subsidiaries (other than GNB) under the Pre-Petition Facility that have been agreed to by the Pre-Petition Lenders, the Pre-Petition Agents and the Administrative Agent pursuant to the Interim Order, which adequate protection provisions shall include: (cA) subject to the satisfaction of the Liquidity Test, the payment of Adequate Protection Payments on the third (3rd) Business Day after each Measurement Date; (B) a super priority Claim as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to the Claims under Section 364(c) (1) of the Bankruptcy Code held by the Lenders, subject to the Carve-Out; (dC) a Lien on all of the assets of the Borrowers (including, without limitation, the Accounts in the United States) that are encumbered in favor of the Administrative Agent, which adequate protection Lien shall have a Credit Agreement EXIDE TECHNOLOGIES priority immediately junior to the priming and other Liens to be granted in favor of the Administrative Agent hereunder, subject to the Carve-Out; (D) the payment on a current basis of the reasonable fees and expenses (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants and auditors) incurred by the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) and 3.2the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for thereunder; and (E) an agreed upon cash budget for the twelve-month period commencing on April 15, 2002. (xv) reasonably satisfactory evidence that the amounts outstanding under the Domestic Receivables Facility have been paid in full, the commitments thereunder have been terminated and all related guarantees and security interests have been terminated; (xvi) reasonably satisfactory evidence that Citibank, N.A., London branch, shall have received commitments under the European A/R Facility of no less than the Dollar Equivalent of $165,000,000, on terms and conditions satisfactory to the Administrative Agent, on or prior to the Closing Date; (xvii) a consent, in form and substance satisfactory to the Administrative Agent, of the Pre-Petition Lenders and the Pre-Petition Agents to the super-priority status of the Liens granted pursuant to this Agreement, duly executed and delivered by the Pre-Petition Agents, or satisfactory evidence of non-objection to the Interim Order by the Pre-Petition Agents and a preponderance of the Pre-Petition Lenders. (xviii) the Administrative Agent shall have received satisfactory appraisal reports on the Inventory and the fixed assets to be included in the calculation of Total Availability on the Closing Date. (xix) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Lender Except as PIM may otherwise agree in writing, each Purchaser that is purchasing Shelf Notes on such Closing Day shall have received (or PIM shall have received on the Closing Date each of such Purchaser’s behalf) the following, each dated the applicable Closing Date unless otherwise indicated or agreed to by the Lender, Day and in form and substance reasonably satisfactory to the Lender and its counselPIM: (ia) this Agreement, duly executed and delivered The Note(s) to be purchased by the Borrower and a Note of the Borrower conforming to the requirements set forth hereinsuch Purchaser; (iib) an Officer’s Certificate from the Warrantgeneral partner of the Company, duly executed certifying that the conditions specified in Sections 4B(3), 4B(4) and delivered by the Borrower4B(5) have been fulfilled; (iiic) favorable opinion certified copies of O'Melveny & Myer▇ ▇▇▇the resolutions of each Credit Party, counsel authorizing the execution and delivery of the Transaction Documents relating to such Note purchase and to which such Credit Party is a party (and, in the case of such resolutions of the Board of Directors of the general partner of the Company, authorizing the issuance of the applicable Series of Notes by the Company), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the Borrower, which shall be to Transaction Documents and the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability applicable Series of the Loan DocumentsNotes; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (viid) a certificate of the Secretary or an Assistant Secretary of each of the Borrower Credit Parties (or, if such Person is a partnership, of its general partner), certifying (A) the names and true signatures of each officer the officers of such Person authorized to sign the Transaction Documents relating to such Note purchase and to which such Credit Party is a party; (e) certified copies of the Borrower who has been authorized to execute and deliver any Loan Document articles or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Documentsimilar charter document) and by-laws, operating agreement or partnership agreement, as applicable, of each Credit Party; (f) favorable opinions addressed to each Purchaser purchasing Notes on such Closing Day of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Credit Parties (or other counsel reasonably acceptable to PIM), substantially similar (mutatis mutandis) in form to the opinion rendered by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP on the Series A Closing Day (as defined in the Prior Agreement) and satisfactory to such Purchaser in its reasonable discretion, (ii) ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Credit Parties (or other counsel reasonably acceptable to PIM), substantially similar (mutatis mutandis) in form to the opinion rendered by ▇▇▇▇▇▇▇ LLP on the Series A Closing Day (as defined in the Prior Agreement) and satisfactory to such Purchaser in its reasonable discretion, and (iii) other counsel which is competent in another applicable jurisdiction (if any Credit Party is organized in such jurisdiction and pertinent issues with respect to such jurisdiction covered in the opinions described in the immediately preceding clause (i) and (ii) are not covered by such opinions) and reasonably acceptable to PIM, with such opinion to be satisfactory to such Purchaser in its reasonable discretion. The Company hereby directs each such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (g) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel for PIM and the Purchasers, as to such matters incident to the matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests; (h) a good standing or similar certificate for the Company and the Parent Guarantor, in each case from the appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date, and such other evidence of the Borrower from status of the certificate Credit Parties as such Purchaser may reasonably request; (i) completed requests for information, dated as of incorporation the applicable Closing Day or a recent date, listing all effective financing statements (or equivalent Constituent Documentfilings) delivered pursuant filed in the jurisdictions that the Purchasers purchasing Notes on such Closing Day may deem necessary or desirable that name any Credit Party as debtor, together with copies of such financing statements, and evidence that all other actions that the Purchasers purchasing Notes on such Closing Day may deem reasonably necessary or desirable have been taken (including, without limitation, receipt of duly executed payoff letters and UCC termination statements (or equivalent filings)); and (j) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the immediately preceding clause; (viii) transactions contemplated hereby as may be reasonably requested by such Purchaser in a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2timely manner.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counsel: Initial Lenders: (i) this Agreement, duly executed and delivered by the Borrower and a Note Holdings 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 herein; in Section 2.14(e); (ii) the WarrantGuaranty and Security Agreement, duly executed by each applicable Loan Party (other than Holdings) together with all UCC financing statements, required thereby, together with (A) copies of UCC, Intellectual Property and delivered other appropriate search reports and of all effective prior filings listed therein to the extent requested by the Administrative Agent at least 30 days prior to the Closing Date and (B) all documents representing all certificated Securities (with respect to the Stock and Stock Equivalents of the Borrower and its domestic Subsidiaries) being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (C) all documents required for the perfection of all security interests in all Collateral as required by the Guaranty and Security Agreement and this Agreement and set forth on Schedule 3.1(a), provided that to the extent any Collateral securing any portion of the Facilities may not be perfected by the filing of a UCC financing statement or the filing of intellectual property security agreements with the United States Patent and Trademark Office or the United States Copyright Office on or prior to the Closing Date, after the Borrower; ’s use of commercially reasonable efforts to do so, then the perfection of the security interest in such collateral shall not constitute a condition precedent to the availability of the Term Loan Facility or the Revolving Credit Facility on the Closing Date but, instead, shall be accomplished within 90 days after the Closing Date or such longer time as may be agreed by the Administrative Agent in its reasonable discretion; (iii) duly executed favorable opinion opinions of O'Melveny Cravath, Swaine & Myer▇▇▇▇▇ LLP, in its capacity as special New York counsel for the Loan Parties, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, PA, in its capacity as special Delaware counsel to for the BorrowerLoan Parties, which shall be to and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in its capacity as special Texas counsel for the effect set forth Loan Parties, in Exhibit B each case addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitationAdministrative Agent, the enforceability of L/C Issuers and the Loan Documents; Lenders in form and substance reasonably satisfactory to the Administrative Agent; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in the articles jurisdiction of its organization or certificate formation, as applicable, of incorporation (or equivalent organizational documents) of the Borrowersuch Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Governmental Authority, together with with, if applicable, certificates of such official attesting to the good standing of the Borrower; such Loan Party in such jurisdiction; (viiv) a certificate of the Secretary secretary or an Assistant Secretary other officer of the Borrower each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver such Loan Party executing any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the BorrowerDocument, (B) the by-laws (or equivalent Constituent Document) Documents of the Borrower such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (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) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other such Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2Party’s 112 [[5286738]]

Certain Documents. The Lender Each of the Purchasers shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise Restructuring Date: (a) the Series A Note(s) and the Series B Note(s) to be issued to the purchasers as indicated or agreed to in the Purchaser Schedule in exchange for the Existing Notes held by the Lender, such Purchasers; (b) Collateral Documents duly executed by each party thereto and in form and substance forms satisfactory to the Lender and its counsel: (i) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth hereinPurchasers; (iic) the Warrant, Guarantee duly executed and delivered by the BorrowerInitial Guarantors; (iiid) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to Intercreditor Agreement duly executed by each party thereto and substantially in the Borrower, which shall be to the effect set forth in form attached hereto as Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan DocumentsB; (ive) evidence of fully executed Bank Agreement in a form reasonably acceptable to the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement AgreementPurchasers; (vf) the Second Amendment to Rights Agreement fully executed by the parties thereto and delivered by the Borrower PNC Credit Agreements in a form reasonably acceptable to the LenderPurchasers; (vig) a copy certificate of a senior officer of the articles or certificate Company certifying that the conditions specified in paragraph 2.E. of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrowerthis Agreement have been fulfilled; (viih) a certificate of the Secretary or an Assistant Secretary and one other officer of the Borrower Company certifying (A) the names and true signatures of each the officers of the Company authorized to sign this Agreement, the Series A Notes, the Series B Notes, the Collateral Documents and the other documents to be delivered by the Company hereunder; (i) a certificate of the Secretary or an Assistant Secretary and one other officer of each Initial Guarantor certifying the Borrower who has been names and true signatures of the officers of each Initial Guarantor authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of sign the BorrowerGuarantee, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this each Pledge Agreement and the other Loan Documents 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) be delivered pursuant to the immediately preceding clauseby any Initial Guarantor hereunder; (viiij) a letter from favorable opinion of (i) Goodmans LLP, special Canadian counsel, and (ii) Wilentz, Goldman & Spitzer, special U.S. counsel, for the Borrower Company and t▇▇ ▇▇▇▇ial ▇▇▇▇▇▇tors and such opinions shall be in form and substance satisfactory to the Lender reaffirming Purchasers. The Company hereby directs each counsel to deliver such opinions and understands and agrees that the Purchasers will and are hereby authorized to rely on such opinions; (k) a favorable opinion from Bingham Dana LLP, Purchasers' special counsel in connection wi▇▇ ▇▇▇▇ ▇▇▇▇sactions covering matters incident to such transactions as the Purchasers may reasonably request; (l) a Business Plan in respect of fiscal years 2002 and 2003 (without duplication for those items included in the Closing Date those matters Financial Forecast for fiscal year 2002), which shall be in form and substance satisfactory to the Purchasers in their sole and absolute discretion; (m) an Asset Monetization Program as substantially set forth in the letter of the Borrower to its accountants dated form attached hereto as of March 2, 2000Exhibit D; (ixn) a certified complete and correct copy of each Material Contract; (o) a certified complete and correct copy of each Material Licenses; (p) written evidence of the acceptance by Corporation Service Company, located at 80 State Street, Albany, New York, of its appointment by the C▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇ther than U.S. Guarantors) as agent for service of process in the State of New York; (q) from each Initial Guarantor subject to any financial assistance restriction, a certificate of a Responsible Officer respecting solvency matters, in form and substance satisfactory to the effect that Purchasers; (r) monthly financial statements of the conditions set forth in Sections 3.1(b)Company pursuant to paragraph 5A(d) for the month ended March 31, 2002; and (c)s) additional documents, (d) certificates or legal opinions with respect to legal matters or corporate or other proceedings related to Documents and 3.2the transactions contemplated hereby as may be reasonably requested by any Purchaser, including copies of all documents, reports and certificates delivered to the Banks or PNC.

Certain Documents. The Lender Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender Agent and its counselthe Lenders party hereto: (i) executed counterparts to this Agreement, duly executed and delivered by the Borrower and a Note Amendment from each of the Borrower conforming to Borrowers, the requirements set forth hereinAgent and the Required Lenders; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party, (x) certifying that there have been no changes from (AI) the names and true signatures articles or certificate of each officer incorporation, certificate of the Borrower who has been authorized to execute and deliver any Loan Document organization or limited partnership, or other document required hereunder to be executed and delivered by registered organizational documents of such Loan Party or on behalf of the Borrower, (BII) the by-laws (bylaws, partnership agreement or equivalent Constituent Document) limited liability company agreement of the Borrower such Loan Party, in each case as in effect on the date Closing Date or that the organizational documents of such certificationLoan Party attached to such certificate are complete and correct copies of such organizational documents as in effect on the Amendment No. 1 Closing Date, (Cy) attaching and certifying a copy of the resolutions of the Borrower's Board its board of Directors (directors or other equivalent governing body) approving and , or comparable authorization, authorizing the execution, delivery and performance of this Agreement Amendment and the any other Loan Documents Document to which it is a party and (Dz) certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and any other Loan Document to which it is a party; (iii) such documents and certifications as the Agent may reasonably require to evidence that there have been no changes each Loan Party is validly existing in the good standing in its jurisdiction of organization; (iv) a certificate of incorporation (or equivalent Constituent Documentthe Chief Executive Officer of the Administrative Borrower, certifying that after giving effect to this Amendment, the Borrowers and their Subsidiaries are in pro forma compliance with each of the financial covenants set forth in Section 7(a) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseCredit Agreement; (viiiv) a letter from the Borrower to the Lender reaffirming as certificate of the Closing Date those matters Chief Executive Officer of the Administrative Borrower, certifying that, immediately after giving effect to this Amendment, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the letter of the Borrower Loan Documents are true and correct in all material respects (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 are true and correct in all respects) and (z) since December 31, 2016, there has been no change which has had or could reasonably be expected to its accountants dated as of March 2, 2000;have a Material Adverse Effect; and (ixvi) a certificate of a Responsible Officer to all such other documentation as requested by the effect that the conditions set forth Agent in Sections 3.1(b), (c), (d) and 3.2connection herewith.

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each of the following, each dated as of the Closing Date: (a) the Note(s) to be purchased by such Purchaser; (b) the Multiparty Guaranty, dated as of the Closing Date, made by the Credit Parties (other than the Company) in favor of the holders from time to time of the Notes, in the form of Exhibit 4.2(b) (as amended, restated, supplemented or otherwise modified from time to time, the “Multiparty Guaranty”); (c) the security agreements, pledge agreements, deeds of trust, debentures, mortgages and other similar agreements or documents set forth in Schedule 4.2(c) from the Credit Parties and the MDA Pledgors (such agreements, together with all other instruments and documents related to any of the foregoing, and all other items of security given to the Collateral Agent or any of the Secured Parties at any time and from time to time to secure the Secured Obligations, each as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Documents”); (d) the Intercreditor Agreement, dated as of the Closing Date, among each of the parties listed therein in the form of Exhibit 4.2(d) (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”); (e) a flow of funds memorandum, dated as of the Closing Date, from the Company, directing the wiring of proceeds of the Notes and the loans to be made under the 2012 Credit Agreement on the Closing Date unless otherwise indicated or agreed to by (the Lender“Flow of Funds Memorandum”); (f) an Officer’s Certificate from the Company, in form and substance satisfactory to the Lender and its counsel: (i) certifying (A) that the conditions specified in Sections 4.5, 4.6 and 4.7 have been fulfilled, and (B) that all conditions precedent in the Purchase Agreement to the consummation of the Acquisition (other than payment of the cash consideration from the proceeds of the Notes and the concurrent advancing of funds on the Closing Date under the 2012 Credit Agreement) have been satisfied or waived in compliance with the requirements of this Agreement, duly and (ii) attaching thereto true, correct and complete copies of the final, fully executed Purchase Agreement and each of the other principal “Transaction Documents” (as defined in the Purchase Agreement) that are executed and delivered by prior to, or concurrently with, the Borrower and a Note consummation of the Borrower conforming to the requirements set forth hereinAcquisition; (iig) certified copies of the Warrantresolutions of the applicable governing bodies of each Credit Party and MDA Pledgor, duly executed authorizing the execution and delivered by delivery of the Borrower; Transaction Documents to which such Person is a party and the issuance of the Notes (iii) favorable opinion in the case of O'Melveny & Myer▇ ▇▇▇the Company), counsel and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the Borrower, which shall be to Notes and the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Transaction Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (viih) a certificate of the Secretary or an Assistant Secretary and one other officer of each of the Borrower Credit Parties and the MDA Pledgors, certifying (A) the names and true signatures of each officer the officers of such Person authorized to sign the Transaction Documents and the other documents to be delivered hereunder; (i) certified copies of the Borrower who has been authorized to execute articles or certificate of incorporation (or similar charter document) and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Documentsimilar document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving each Credit Party and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseMDA Pledgor; (viiij) favorable opinions of (i) Farris, Vaughan, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special Canadian counsel for the Credit Parties and the MDA Pledgors satisfactory to such Purchaser and substantially in the form of Exhibit 4.2(j)(i), and (ii) ▇▇▇▇▇▇▇ Coie LLP, special U.S. counsel for the Credit Parties and the MDA Pledgors satisfactory to such Purchaser and substantially in the form of Exhibit 4.2(j)(ii); and (iii) Osler, ▇▇▇▇▇▇ and Harcourt LLP, special Ontario counsel for certain Credit Parties satisfactory such Purchasers and substantially in the form of Exhibit 4.2(j)(iii) (the Company hereby directs each such applicable counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion); (k) a letter favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Purchasers, as to such matters incident to the matters herein contemplated as such Purchaser may reasonably request; (l) a good standing or similar certificate (where applicable) for each Credit Party and MDA Pledgor from the Borrower to the Lender reaffirming as appropriate Governmental Authority of the Closing Date those matters set forth in the letter its jurisdiction of the Borrower to its accountants organization, dated as of March 2a recent date, 2000and such other evidence of the status of such Person as such Purchaser may reasonably request; (ixm) copies of public record searches, dated as of a recent date, listing all effective UCC financing statements or PPSA registrations, as the case may be, which name any of SS/L, the other Credit Parties and the MDA Pledgors (under its present name and, where applicable, under names used within the previous five (5) years) as debtor and which are filed in the applicable public offices of each jurisdiction in which any such Credit Party or MDA Pledgor, as the case may be, is organized or has its chief executive office or property located therein, together with copies of such UCC financing statements; (n) evidence that (i) the Company’s existing C$100 million credit facility shall have been cancelled prior to, or substantially concurrently with, the Closing, and (ii) SS/L’s existing credit facilities under the SS/L Credit Agreement and related loan documents shall have been cancelled and any guarantees and security interests related thereto shall have been released and discharged prior to, or substantially concurrently with, the Closing; (o) a compliance certificate signed by a Senior Financial Officer, including calculations demonstrating compliance with Sections 9.12 and 10.9 based on the fiscal quarter of the Company ended June 30, 2012, on a Responsible Officer pro forma basis after giving effect to the effect that Acquisition; and (p) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the conditions set forth in Sections 3.1(b), (c), (d) and 3.2transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Date each of the followingfollowing (except as otherwise provided in Section 7.13 (Post-Closing Matters)), each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Revolving Credit Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed and delivered by the Borrowereach Guarantor; (iii) the Pledge and Security Agreement, duly executed by the Borrower and each 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, 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 the 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, 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 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 Closing Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such 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 such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank; (iv) a favorable opinion of O'Melveny & Myer▇ ▇▇▇Dechert LLP, counsel to the BorrowerLoan Parties, which shall be to in substantially the effect set forth in form of Exhibit B G (Form of Opinion of counsel for the Loan Parties), addressed to the Lender Administrative Agent, the Lenders and the Issuers and addressing such other matters as any Lender through the Lender Administrative Agent may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viivi) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrowersuch Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (v) above; (vii) a certificate of the immediately preceding clauseChief Financial Officer of the Borrower, stating that the Loan Parties, taken as a whole, 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) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that (A) the conditions condition set forth in Sections 3.1(b), Section 3.2(b) (c), Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (dB) no litigation has been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (ix) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and 3.2any Collateral Document are in full force and 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 insurance policies to be maintained with respect to the properties of the Borrower and each other Loan Party; and (x) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by date of the Lender, in form and substance satisfactory to the Lender and its counselClosing: (i) this This Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the BorrowerThe Note(s) to be issued to such Purchaser; (iii) A favorable opinion of O'Melveny (a) Baker & MyerDaniels, independent counsel to the Company satisfac▇▇▇▇ to ▇▇▇▇ ▇▇rchaser and substantially in the form of Exhibit D-1 attached hereto and as to such other matters as such Purchaser may reasonably request and (b) Baker & Daniels, special local counsel to the Company, satis▇▇▇▇▇ry ▇▇ ▇▇▇, counsel ▇ Purchaser and substantially in the form of Exhibit D-2 attached hereto with respect to the Borrower, which shall be Lafayette Property and as to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, including without limitationagrees that the issuance and exchange of any Notes will constitute a reconfirmation of such direction, the enforceability of the Loan Documentsand understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) evidence a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the waiver of compliance with Company certifying, among other things, (A) as to the requirements set forth in Section 3.01 names, titles and true signatures of the Settlement officers of the Company authorized to sign this Agreement; , the Notes, the Collateral Documents and the other documents to be delivered in connection with this Agreement, (vB) the Second Amendment to Rights Agreement executed by the parties that attached as Exhibit A thereto is a true, accurate and delivered by the Borrower to the Lender; (vi) a complete copy of the articles or certificate Certificate of incorporation (or equivalent organizational documents) Incorporation of the BorrowerCompany, certified as of a recent date by the Secretary of State of the state Delaware as of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; a date not more than ten (vii10) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on Business Days from the date of such certificationClosing, (C) that attached as Exhibit B thereto is a true, accurate and complete copy of the Company's Bylaws which were duly adopted and are presently in effect and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the BorrowerCompany's Board of Directors (or equivalent governing body) approving authorizing the issuance and authorizing exchange of the Notes and the execution, delivery and performance of this Agreement Agreement) duly adopted by written action or at a meeting of the Company's Board of Directors, and the other Loan Documents to which it such resolutions have not been rescinded, amended or modified and (E) that attached as Exhibit D thereto is a party and (D) that there have been no changes in good standing certificate for the certificate of incorporation (or equivalent Constituent Document) of the Borrower Company from the certificate Secretary of incorporation State of Delaware; and (v) additional documents or equivalent Constituent Document) delivered pursuant certificates with respect to legal matters or corporate or other proceedings related to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming transactions contemplated hereby as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2may be reasonably requested by such Purchaser.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent and the Syndication Agent, in form and substance satisfactory to each of the Lender Administrative Agent and its counselthe Syndication Agent and in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and the Parent and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed and delivered by the Borrowereach Guarantor; (iii) each Foreign Collateral Document, duly executed by the appropriate Loan Parties; (iv) the Pledge and Security Agreement, duly executed by the Borrower and each Guarantor, together with each of the following: (A) evidence satisfactory to each of the Administrative Agent and the Syndication Agent that, upon the filing and recording of instruments delivered at the Closing, the Collateral shall be subject to the Requisite Priority Liens (subject to Liens permitted hereunder), including (x) such documents duly executed by each Loan Party as each of the Administrative Agent and the Syndication Agent may request with respect to the perfection of the Requisite Priority 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, 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 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 Closing Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to such Pledge and Security Agreement duly endorsed in blank, including, without limitation, intercompany notes in form and substance and from Loan Parties and their Subsidiaries reasonably satisfactory to the Administrative Agent and the Syndication Agent; and (D) all Deposit Account Control Agreements set forth on Schedule 6 to the Pledge and Security Agreement, duly executed by the corresponding depositary bank and Loan Party; (v) a favorable opinion of O'Melveny & Myer▇ ▇▇▇▇▇▇ & Bird LLP, counsel to the BorrowerLoan Parties, which shall be to in substantially the effect set forth in form of Exhibit B G (Form of Opinion of Counsel for the Loan Parties), addressed to the Lender Agents and the Lenders and addressing such other matters as the any Lender through any Agent may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of each Senior Notes Document and each Disclosure Document, in each case certified as being complete and correct by a Responsible Officer of the Parent; (vii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viiviii) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's Board such Loan Party’s board of Directors directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; clause (viiivii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000above; (ix) at the option of the Parent, either (A) a certificate of a Responsible Officer of the Parent or (B) a solvency opinion from an independent financial accountant reasonably acceptable to each of the Administrative Agent and the Syndication Agent, in each case stating that the Borrower, individually, and the Parent and its Subsidiaries, taken as a whole, are Solvent on a Consolidated basis immediately 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 (Use of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer of the Parent to the effect that (A) the conditions condition set forth in Sections 3.1(b), Section 3.2(b) (c), Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (dB) 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; (xi) evidence satisfactory to each of the Administrative Agent and the Syndication Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and 3.2any Collateral Document are in full force and effect, together with, unless otherwise agreed by each of the Administrative Agent and the Syndication Agent, endorsements naming the Administrative Agent as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of the Parent, the Borrower and each other Loan Party; and (xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent or the Syndication Agent may reasonably request.

Certain Documents. The Lender Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Loans is requested to be made on the Closing Date Date, in respect of the Notice of Borrowing for such Eurodollar Loans, at least one Business Day prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent in its reasonable discretion, in form and substance reasonably satisfactory to the Lender and its counselAdministrative Agent: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantPledge Agreement, in the form of Exhibit G (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) duly executed and delivered by the Borrower, each First-Tier Subsidiary (other than Northern New England Telephone Operations LLC), and each Parent Company that is a Subsidiary on the Closing Date, together with each of the following: (A) all of the Collateral, if any, referred to therein and then owned by such Persons, (x) endorsed in blank in the case of promissory notes constituting Collateral and (y) together with executed and undated transfer powers in the case of certificated equity interests constituting Collateral; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement, if perfection of the Collateral Agent’s security interest in such collateral may not be accomplished on or before the Closing Date after the Borrower and each of its Subsidiaries have used commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder; and shall be subject in each case to clause (iv) of this Section 4.01(a); (B) the Financing Statements (Form UCC-1 or the equivalent) listed on Annex F to the Pledge Agreement, fully executed (where required) for filing under the UCC or other appropriate filing offices set forth in such schedule; (C) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date, listing all effective financing statements that name any Pledge Party or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (B) above, together with copies of such other financing statements that name any Pledge Party or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral, except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); and (D) subject to clause (iv) below, evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to create, maintain, effect, perfect, preserve, and protect the security interests purported to be created by the Pledge Agreement have been taken; and the Pledge Agreement shall be in full force and effect (subject to clause (iv) below); provided, in no event shall any grant of a security interest by Spinco or any of its Subsidiaries, or any document executed by Spinco or any of its Subsidiaries with respect to the grant or perfection of a security interest in connection therewith, become effective prior to the consummation of the distribution of all shares of Spinco common stock to a third party distribution agent to be held for the benefit of the shareholders of Verizon Communications Inc., as described in the Rule 424(b) Prospectus filed with the SEC in connection with the Merger (the “Spin”); (iii) favorable opinion the Subsidiary Guaranty, in the form of O'Melveny & Myer▇ ▇▇▇Exhibit F hereto (as modified, counsel amended, restated and/or supplemented from time to time in accordance with the terms hereof and thereof, the “Subsidiary Guaranty”) duly authorized and executed by each First-Tier Subsidiary of the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents;; and (iv) evidence clause (a)(ii) of this Section 4.01 notwithstanding, to the waiver extent any Collateral is not provided on the Closing Date after the Borrower and each of compliance its Subsidiaries have used commercially reasonable efforts to do so (it being understood that UCC financing statements shall have been provided), the provisions of clause (a)(ii) shall be deemed to have been satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the requirements provisions set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.26.18.

Certain Documents. The Lender Investor shall have received on the Closing Date each following closing documents, in form and substance satisfactory to Investor, all of which shall, except as specified below, be fully executed originals, and shall be in full force and effect: (i) the followingNote, each dated the Closing Date unless otherwise indicated or agreed to duly executed by the LenderCompany, in form and substance satisfactory to the Lender and its counsel: Investor; a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (i) this Agreement, duly executed and delivered by in cooperation with the Borrower and a Note Securities Valuation Office of the Borrower conforming to National Association of Insurance Commissioners) shall have been obtained for the requirements set forth hereinNote; (ii) the Warrant, duly executed and delivered by the BorrowerCompany; a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Warrant; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇the Registration Rights Agreement, counsel to duly executed by the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan DocumentsCompany; (iv) evidence an opinion of the waiver of compliance with Company’s counsel, dated the requirements set forth Closing Date, as to the Loan Documents, in Section 3.01 of the Settlement Agreementform and substance reasonably satisfactory to Investor; (v) a certificate of the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower Secretary of State of Delaware as to the Lendergood standing of the Company in such jurisdiction dated as of a date within five (5) Business Days prior to the Closing Date; (vi) a copy certificate, dated as of the articles or Closing Date, of the secretary of the Company certifying (A) that the copies of the certificate of incorporation (or equivalent organizational documents) and the bylaws of the BorrowerCompany, certified attached thereto and as of a recent date by amended to date, are true, complete and correct, (B) that the Secretary of State copies of the state of incorporation resolutions of the Borrowerdirectors of the Company, together with certificates authorizing the transactions contemplated by this Agreement and each of such official attesting the Loan Documents (including the issuance of the Note) are true, complete and correct, (C) as to the good standing incumbency of each Person executing this Agreement and each of the BorrowerLoan Documents on behalf of the Company, and (D) as to any other matters reasonably requested by Investor; (vii) a certificate of the Secretary or from an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized Company, in form and substance satisfactory to execute and deliver any Loan Document or other document required hereunder the Investor, with respect to be executed and delivered by or on behalf the satisfaction of the Borrowerrequirements under Sections 5.2(a), (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(bb), (c), (de), (f) and 3.2(g) above; and

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each of the following, each dated the applicable Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counselDay: (i) this Agreement, duly executed and delivered The Shelf Note(s) to be purchased by the Borrower and a Note of the Borrower conforming to the requirements set forth hereinsuch Purchaser; (ii) an Officer’s Certificate certifying that the Warrant, duly executed conditions specified in Sections 4.2(c) and delivered by the Borrower4.2(d) have been fulfilled; (iii) favorable opinion a certificate of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such each Credit Party’s Secretary or an Assistant Secretary or a Director or other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; appropriate person (ivA) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; either (v1) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy attaching certified copies of the articles or certificate of incorporation (or equivalent organizational similar charter documents) and by-laws, operating agreement or partnership agreement, as applicable, of such Credit Party or (2) certifying that no changes have been made to the copies delivered under this Agreement since the 2010 Notes Closing Date, (B) certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the BorrowerFinancing Documents to which such Credit Party is a party and, certified as in the case of the Company, the authorization, execution and delivery of the Shelf Notes and (C) certifying the names and true signatures of the officers of such Credit Party authorized to sign the Financing Documents to which such Credit Party is a recent date party and, in the case of the Company, the Shelf Notes; (iv) a confirmation of subsidiary guaranty agreement, in form and substance satisfactory to the Purchasers, executed by each Subsidiary Guarantor; (v) a favorable opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Credit Parties (or such other counsel designated by the Secretary Credit Parties and acceptable to the Purchaser(s)) substantially in the form of, and covering such matters as set forth in, the opinions attached hereto as Exhibit 4.1(d)(i)(A) and Exhibit 4.1(d)(i)(B). Such opinion shall be satisfactory to such Purchaser and shall cover such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of State of the state of incorporation of the Borrower, together with certificates any Shelf Notes will constitute a reconfirmation of such official attesting direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (vi) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP or such other counsel who is acting as special counsel for it in connection with the good standing issuance of the Borrowersuch Shelf Notes, covering such matters incident to such transactions as such Purchaser may reasonably request; (vii) a certificate of Private Placement Number issued by S&P’s CUSIP Service Bureau (in connection with the Secretary or an Assistant Secretary of SVO) for the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder Shelf Notes to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;purchased; and (viii) a letter from the Borrower additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Lender reaffirming transactions contemplated hereby as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2may be reasonably requested by such Purchaser.

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each dated the Closing Date unless otherwise indicated or agreed to duly executed and delivered by the Lenderparty or parties thereto, in form and substance satisfactory to such Purchaser dated the Lender date of the Closing unless otherwise indicated, and, on the date of the Closing, in full force and its counseleffect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) this AgreementThe Note(s) to be purchased by such Purchaser on the date of Closing in the form of Exhibit A, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth hereinExhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F and/or Exhibit G, as applicable, hereto; (ii) the Warrant, duly executed and delivered a Secretary’s Certificate signed by the Borrower; Secretary or Assistant Secretary and one other officer of the Company and each Guarantor of Payment, if any, certifying, among other things (iiia) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel as to the Borrowername, which shall be titles and true signatures of the officers of the Company or such Guarantor of Payment authorized to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitationsign this Agreement, the enforceability Notes being delivered on the date of the Loan Documents; (iv) evidence Closing, any Guaranty Agreement or Confirmations being delivered on the date of the waiver of compliance Closing and the other documents to be delivered in connection with the requirements set forth in Section 3.01 of the Settlement this Agreement; , (vb) the Second Amendment to Rights Agreement executed by the parties that attached thereto is a true, accurate and delivered by the Borrower to the Lender; (vi) a complete copy of the articles or certificate of incorporation (or equivalent organizational documents) other formation document of the BorrowerCompany or such Guarantor of Payment, as applicable, certified as of a recent date by the Secretary of State of the state of incorporation organization of the BorrowerCompany or such Guarantor of Payment, together with certificates as applicable, as of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowerrecent date, (Bc) that attached thereto is a true, accurate and complete copy of the by-laws (laws, operating agreement or equivalent Constituent Document) other organizational document of the Borrower Company or such Guarantor of Payment, as applicable, which were duly adopted and are in effect on as of the date of such certificationthe Closing and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (d) below, (Cd) that attached thereto is a true, accurate and complete copy of the resolutions of the Borrower's Board board of Directors (directors or equivalent governing other managing body of the Company or such Guarantor of Payment, as applicable, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body) approving and , authorizing the execution, delivery and performance of agreements necessary to effect the transactions in connection with this Agreement Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the shareholders, partners or members of the Company or such Guarantor of Payment or of such board of directors or other Loan Documents managing body or any committee thereof relating to which it is a party the subject matter thereof, and (De) that there no dissolution or liquidation proceedings as to the Company or any Subsidiary have been no changes in the certificate of incorporation (commenced or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseare contemplated; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixiii) a certificate of a Responsible Officer to corporate or other type of entity and tax good standing for the effect that Company from the conditions set forth in Sections 3.1(b)Secretary of State of the state of organization of the Company; and (iv) such other certificates, (c), (d) documents and 3.2agreements as you may reasonably request.

Certain Documents. The Lender Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counselAdministrative Agent: (i) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary Authorized Officer of the Borrower certifying (Ai) the names and true signatures of each officer of the Borrower who has been authorized as to execute and deliver any Loan Document its organizational or constitutional documents, (ii) as to its resolutions or other document required hereunder to be executed and delivered by action of its board of directors, manager or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) members approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Agreement and the other Transaction Documents to which it is a party are true and correct in all material respects as of the First Amendment Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to its knowledge, that no Default or Event of Default has occurred and is continuing, and (Dv) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant as to the immediately preceding clauseincumbency and specimen signature of each of its Authorized Officers authorized to execute this Agreement and the other Transaction Documents to which it is a party; (viiiii) a letter from legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower covering customary corporate matters under New York and Delaware law and such other matters as the Administrative Agent and its counsel shall reasonably request, in form and substance reasonably satisfactory to the Lender reaffirming Administrative Agent; (iii) the executed L▇▇▇▇▇ ▇▇▇ Letter, dated as of the Closing Date those matters date hereof; (iv) the executed Administrative Agent Fee Letter, dated as of the date hereof; (v) an executed affirmation and consent of the Limited Guarantor and Investment Manager regarding the amendments to the Existing Credit Agreement set forth in the letter of the Borrower to its accountants dated as of March 2this Agreement, 2000;including Section 11.25 hereof; and (ixvi) a certificate of a Responsible Officer to such other instruments, certificates and documents from the effect that Credit Parties as the conditions set forth in Sections 3.1(b), (c), (d) Administrative Agent and 3.2the Lenders shall have reasonably requested.

Certain Documents. The Lender Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent in its reasonable discretion, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantIntercreditor Agreement, duly executed and delivered by the BorrowerRevolving Credit Agent and each Loan Party party thereto; (iii) the Guaranty, duly executed and delivered by each Guarantor; (iv) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), the Pledge and Security Agreement, duly executed and delivered by the Borrower and each Guarantor, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on or before the Closing Date, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest (having the priority set forth in the Term Loan Agreement Collective Brands Finance, Inc. Intercreditor Agreement) in the Collateral, including (x) the filing of financing statements under the UCC, (y) 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, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder and (z) such other such documents duly executed by each Loan Party as the Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral (including patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the 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); (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in blank; (C) to the extent delivered in connection with the Revolving Credit Agreement on the Closing Date or within such other time period as provided therein, all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and the applicable Loan Party; and (D) to the extent delivered in connection with the Revolving Credit Agreement on the Closing Date or within such other time period as provided therein, Securities Account Control Agreements, duly executed by the applicable Loan Party and (1) all “securities intermediaries” (as defined in the UCC) with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor; (v) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), Mortgages for all of the Real Property of the Loan Parties identified on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto; (vi) a favorable opinion of O'Melveny & Myer▇ (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, which shall be in substantially the form of Exhibit E (Form of Opinion of counsel for the Loan Parties), (B) counsel to the effect set forth Borrower in Exhibit B Nevada, (C) counsel to Payless ShoeSource, Inc., a Missouri corporation, in Missouri and (D) counsel to Payless ShoeSource Worldwide, Inc. and Payless ShoeSource Distribution, Inc. each in Kansas, in each case addressed to the Lender Administrative Agent and the Lenders and addressing such other matters as any Lender through the Lender Administrative Agent may reasonably request, including without limitation, the enforceability of the Loan Documents; (ivvii) evidence a copy of each Related Document certified as being complete and correct by a Responsible Officer of the waiver of compliance with Borrower or other Loan Party as the requirements set forth in Section 3.01 of the Settlement Agreement;case may be; Term Loan Agreement Collective Brands Finance, Inc. (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (viviii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viiix) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (viii) above; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixx) a certificate of a Responsible Officer of the Borrower, stating that the Borrower is Solvent immediately before and after giving effect to the effect Closing Date Term Loans, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds), the payment of all estimated legal, accounting and other fees related hereto and thereto and the other Transactions; and (xi) evidence reasonably satisfactory to the Administrative Agent that the conditions set forth in Sections 3.1(b), insurance policies required by Section 7.5 (c), (dMaintenance of Insurance) and 3.2any Collateral Document are in full force and 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 insurance policies to be maintained with respect to the properties of the Borrower and each other Loan Party.

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each of the following, each dated the date of the applicable Closing Date unless otherwise indicated or agreed Day (except in the case of the items referenced in clauses (ii), (viii), (ix) and (x), which shall be dated the date of their execution and delivery): (i) The Note(s) to be purchased by such Purchaser. (ii) The Company, the LenderGuarantors, Bank of America, N.A., as administrative agent and issuing bank under the Bank Credit Agreement, the banks party to the Bank Credit Agreement, Bank of America, N.A., as creditor agent, The Prudential Insurance Company of America, Pruco Life Insurance Company, U.S. Private Placement Fund, and The Northwestern Mutual Life Insurance Company shall have executed and delivered an amendment to the Subsidiary Guaranty, in form and substance satisfactory to the Lender and its counsel: (i) this AgreementPurchasers, duly executed and delivered by pursuant to which the Borrower and a Note holders of the Borrower conforming to Notes issued hereunder receive the requirements set forth herein; (ii) benefits of the Warrant, duly executed and delivered by the Borrower;Subsidiary Guaranty. (iii) favorable opinion Certified copies of O'Melveny & Myer▇ ▇▇▇the resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement (including provision of the Parent Guaranty) and the issuance of the Notes, counsel and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. Certified copies of the resolutions of the Board of Directors of each Major Subsidiary authorizing the execution and delivery of the Subsidiary Guaranty, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the BorrowerSubsidiary Guaranty and, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably requestif applicable, including without limitation, the enforceability certified copies of the Loan Documents;resolutions of the Board of Directors of the Issuer Subsidiary authorizing execution and delivery of the Notes and of a Confirmation of Acceptance with respect to this Agreement and the Notes. (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a A certificate of the Secretary or an Assistant Secretary secretary and one other officer of the Borrower Company certifying (A) the names and true signatures of each officer the officers of the Borrower who has been Company authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of sign this Agreement and the Notes and the other Loan Documents documents to which it is a party and (D) that there have been no changes in the be delivered hereunder or thereunder. A certificate of incorporation (or equivalent Constituent Document) the secretary and one other officer of each Major Subsidiary certifying the names and true signatures of the Borrower from officers of that Major Subsidiary authorized to sign the certificate of incorporation (or equivalent Constituent Document) Subsidiary Guaranty and the other documents to be delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2thereunder. If applicable, 2000; (ix) a certificate of a Responsible Officer to the effect that secretary and one other officer of the conditions set forth in Sections 3.1(b), (c), (d) Issuer Subsidiary certifying the names and 3.2true signatures

Certain Documents. The Lender Agent shall have received on or before the Closing Date each all of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to each of the Lender Lenders and its counselin such quantities as the Agent shall reasonably request: (i) this Agreementthe following Credit Documents, each duly executed and delivered by the Borrower and parties thereto: (A) this Agreement; (B) a Revolving Credit Note of for each Lender; and (C) a Swingline Note for the Borrower conforming to the requirements set forth herein;Swingline Lender. (ii) an incumbency certificate of an appropriate officer of each Borrower certifying, as of the WarrantClosing Date, duly executed the names, titles and delivered by true signatures of the officers certified to execute the Credit Documents, and the names, titles and true signatures of such officers of such Borrower authorized to deliver Notices of Borrowing and Letter of Credit Requests on behalf of such Borrower; (iii) a favorable New Jersey and Delaware law opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B Borrowers addressed to the Lender Agent and addressing such other matters as the Lender may reasonably request, including without limitation, Lenders in the enforceability of form furnished by the Loan DocumentsAgent; (iv) evidence a secretary’s certificate for each Borrower to which are attached certified copies of organizational documents of each Borrower, together with appropriate resolutions authorizing the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreementtransactions herein contemplated; (v) a certificate from the Second Amendment to Rights Agreement executed by chief financial officer of TRC dated the parties thereto and delivered by the Borrower Closing Date to the Lender;effect that as of such date (i) no Default or Event of Default has occurred or is continuing, (ii) since the Balance Sheet Date, there has been no material adverse change in the business, financial condition or operations of any Borrower and (iii) each of the representations and warranties of any Borrower contained in this Agreement are true in all material respects; and (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the pre-closing UCC, lien search report and tax lien and judgment search reports with respect to each New Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowerin all appropriate jurisdictions, together with certificates of such official attesting to the good standing of the Borrower;in each case indicating no Liens other than Permitted Liens (vii) a certificate of such other documents as the Secretary Lenders may reasonably require, including, without limitation, other agreements, instruments, or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents indentures to which it any Obligor is a party party, including, without limitation, financing statements, proofs, opinions, guaranties and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2other written assurances.

Certain Documents. The Lender Each Purchaser shall have received on the Closing Date each of the following, each dated the Closing Date (unless otherwise indicated specified): (i) the Notes to be purchased by such Purchaser; (ii) the Multiparty Guaranty, made by ▇▇▇▇▇▇ Navigation and any other Subsidiaries of the Company which are guarantors under the Bank Credit Agreement as of the Closing Date in favor of the holders of the Notes and in the form of Exhibit C-1 (as amended, restated, supplemented or agreed otherwise modified from time to time, the “Multiparty Guaranty); (iii) the Indemnity and Contribution Agreement, by and among the LenderCredit Parties and in the form of Exhibit C-2 (as amended, restated, supplemented or otherwise modified from time to time, the “Indemnity and Contribution Agreement”); (iv) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, and Cades ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, in form and substance satisfactory to such Purchaser (the Lender Company hereby directs such counsel to deliver such opinion, agrees that the issuance and its counsel: (i) this Agreement, duly executed and delivered by the Borrower and a Note sale of the Borrower conforming Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing rely on such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreementopinion); (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower a favorable opinion of Winston & ▇▇▇▇▇▇ LLP, special counsel to the LenderPurchasers, satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request; (vi) a copy certified copies of the articles or certificate of incorporation (or equivalent organizational documents) resolutions of the Borrower, certified as Board of a recent date by Directors of each Credit Party authorizing the Secretary of State execution and delivery of the state of incorporation Transaction Documents to which such Person is a party (including, in the case of the BorrowerCompany, together with certificates of such official attesting to the good standing issuance, execution and delivery of the BorrowerNotes), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents; (vii) a certificate of the Secretary or an Assistant Secretary and one other officer of the Borrower each Credit Party certifying (A) the names and true signatures of each officer the officers of the Borrower who has been such Person authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of sign the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents to which it such Person is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) other documents to be delivered pursuant to the immediately preceding clausehereunder; (viii) a letter from the Borrower to the Lender reaffirming as certified copies of the Closing Date those matters set forth in the letter articles of the Borrower to its accountants dated as incorporation and bylaws (or similar constitutive documents) of March 2, 2000each Credit Party; (ix) a good standing certificate for each Credit Party from the secretary of state of its formation (and, in the case of ▇▇▇▇▇▇ Navigation, the State of California), in each case dated as of a Responsible Officer recent date and such other evidence of the status of each Credit Party as such Purchaser may reasonably request; and (x) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Lender Administrative 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 LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counseleach Lender: (i) this Agreement, Agreement duly executed and delivered by the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and a Note of the Borrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), copies of Notes (with originals to follow promptly thereafter) in each applicable Facility conforming to the requirements set forth hereinin Section 2.14(e); (ii) the WarrantGuaranty and Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and delivered 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 Administrative Agent in the Collateral, in each case as may be reasonably requested by the BorrowerAdministrative Agent and (B) within two (2) Business Days following the Closing Date, all certificates representing all Securities for corporations (and to the extent any limited liability company or limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such limited liability company or limited partnership) being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇the Intercreditor Agreement, counsel to duly executed by the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender Second Lien Agent and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan DocumentsParties; (iv) evidence Mortgages for each Material Real Property of the waiver of compliance Loan Parties identified on Schedule 4.16, if any, (except as may be agreed to by the Administrative Agent), together with the requirements set forth in Section 3.01 of the Settlement Agreementall Mortgage Supporting Documents relating thereto; (v) the Second Amendment to Rights Agreement duly executed by the parties thereto favorable and delivered by the Borrower customary opinions of counsel to the LenderLoan Parties in New York and each jurisdiction of organization of any Loan Party, each addressed to the Administrative Agent, the L/C Issuers and the Lenders and addressing such customary matters as the Administrative Agent may reasonably request; (vi) a copy of each Constituent Document of each Loan Party that is on file with the articles or certificate secretary of incorporation state (or equivalent organizational documentsother similar Governmental Authority) in the jurisdiction of the Borrowerits organization, certified as of a recent date by the Secretary such secretary of State of the state of incorporation of the Borrower(or other similar Governmental Authority), together with with, if applicable, certificates of such official attesting to the good standing or existence of the Borrowersuch Loan Party in its jurisdiction of organization; (vii) a certificate of the Secretary secretary or an Assistant Secretary other officer of the Borrower each Loan Party certifying as to (A) the names and true signatures of each officer of the Borrower who has been such Loan Party authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the BorrowerDocument, (B) the by-laws (or equivalent Constituent Document) Documents of the Borrower such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of the Borrower's Board such Loan Party’s board of Directors (directors or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it such Loan Party is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;party; and (viii) a letter from the Borrower customary insurance certificates in form and substance satisfactory to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect Administrative Agent demonstrating that the conditions set forth insurance policies required by Section 7.5 are in Sections 3.1(b), (c), (d) full force and 3.2effect and have all endorsements required by such Section 7.5.

Certain Documents. The Lender Prudential and each Existing Holder shall have received on the Closing Date original counterparts or, if satisfactory to Prudential and each Existing Holder, certified or other copies of all of the following, each dated the Closing Date unless otherwise indicated or agreed to duly executed and delivered by the Lenderparty or parties thereto, in form and substance satisfactory to Prudential and each Existing Holder dated the Lender Exchange Closing Day unless otherwise indicated, and, on the Exchange Closing Day, in full force and its counseleffect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) this Agreement, duly Agreement executed and delivered by the Borrower Company, Prudential and a Note of the Borrower conforming to the requirements set forth hereinExisting Holders; (ii) (x) the WarrantSeries A Note or Notes to be purchased by such Existing Series A Holder on the Exchange Closing Day in the form of Exhibit A-1 attached hereto, duly executed and delivered (y) the Series B Note or Notes to be purchased by such Existing Series B Holder on the BorrowerExchange Closing Day in the form of Exhibit A-2 attached hereto; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrowerextent applicable on the Exchange Closing Day, which shall be a Guaranty Agreement in the form of Exhibit E-1 made by each Person which, as of the Exchange Closing Day, is a borrower, co‑borrower, obligor or co‑obligor under, or is obligated under a Guaranty Obligation with respect to any Indebtedness outstanding or incurrable under, any Material Debt Facility (other than a Foreign Subsidiary to the effect set forth extent such Foreign Subsidiary is only liable for such Foreign Subsidiary’s obligations thereunder and does not guarantee any obligations of the Company or any Domestic Subsidiary thereunder) in Exhibit B addressed favor of the holders of the Notes pursuant to which the Lender Notes are guarantied (together with any other Guaranty Agreement pursuant to which the Notes are guarantied and addressing with any joinder to any such Guaranty Agreement or any such other matters Guaranty Agreement, as the Lender same may reasonably requestbe amended, including without limitationrestated, supplemented or otherwise modified from time to time in accordance with the enforceability of provisions thereof, collectively called the Loan Documents“Guaranty Agreements” and individually called a “Guaranty Agreement”); (iv) evidence a certificate signed by an authorized officer of the waiver of compliance with Company certifying, among other things (a) as to the requirements set forth in Section 3.01 names, titles and true signatures of the Settlement officers of the Company authorized to sign the Transaction Documents to which the Company is a party being delivered on the Exchange Closing Day and the other documents to be delivered in connection with this Agreement; , (vb) the Second Amendment to Rights Agreement executed by the parties that attached thereto is a true, accurate and delivered by the Borrower to the Lender; (vi) a complete copy of the articles or certificate of incorporation (or equivalent organizational documents) of the BorrowerCompany, certified as of a recent date by the Secretary of State of the state Ohio as of incorporation a recent date, (c) that attached thereto is a true, accurate and complete copy of the Borrower, together with certificates code of such official attesting to the good standing regulations of the Borrower; (vii) a certificate Company which was duly adopted and is in effect as of the Secretary or an Assistant Secretary Exchange Closing Date and have been in effect immediately prior to and at all times since the adoption of the Borrower certifying resolutions referred to in clause (Ad) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowerbelow, (Bd) the by-laws (or equivalent Constituent Document) that attached thereto is a true, accurate and complete copy of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board board of Directors (directors of the Company, duly adopted at a meeting or equivalent governing body) approving and by unanimous written consent of such board of directors, authorizing the execution, delivery and performance of this Agreement the Transaction Documents to which the Company is a party being delivered on the Exchange Closing Day and the other Loan documents to be delivered in connection with this Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the board of directors of the Company or any committee thereof relating to the subject matter thereof, (e) that the Transaction Documents to which it the Company is a party being delivered on the Exchange Closing Day and the other documents executed and delivered to such Existing Holder by the Company are in the form approved by its board of directors in the resolutions referred to in clause (d), above, and (Df) that there no dissolution or liquidation proceedings as to the Company or any of its Subsidiaries have been no changes in the certificate of incorporation (commenced or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseare contemplated; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixv) a certificate of good standing for the Company from the Secretary of State of Ohio and of each jurisdiction in which the Company is required to be qualified to transact business as a Responsible Officer to the effect that the conditions set forth foreign organization, in Sections 3.1(b)each case dated as of a recent date; (vi) [reserved]; and (vii) such other certificates, (c), (d) documents and 3.2agreements as such Existing Holder may reasonably request.

Certain Documents. The Lender Each Purchaser shall have received on the Closing Date each of the following, each dated the applicable Closing Date Day (unless otherwise indicated or agreed specified): (i) the Note(s) to be purchased by such Purchaser; (ii) a copy of the LenderCompany’s written designation of the holders of the Notes to be purchased and sold on the applicable Closing Day (other than the Series D Closing Day) as “Additional Creditors” (as defined in the Intercreditor Agreement), together with a Counterpart (as defined in the Intercreditor Agreement) executed by each such holder, with each of the foregoing having been prepared and delivered in accordance with Section 10 of the Intercreditor Agreement; (iii) a favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, in form and substance satisfactory to the Lender such Purchaser, and its counsel: (ib) this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & MyerGoodsill ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the BorrowerCredit Parties, which shall be in form and substance satisfactory to such Purchaser, (the effect set forth in Exhibit B addressed Company hereby directs each such counsel to deliver such opinion, agrees that the Lender issuance and addressing sale of any Notes will constitute a reconfirmation of such other matters as the Lender may reasonably requestdirection, including without limitation, the enforceability of the Loan Documentsand understands and agrees that each Purchaser receiving such an opinion is hereby authorized to rely on such opinion); (iv) evidence a favorable opinion of ▇▇▇▇▇▇ Price P.C., special counsel to the waiver of compliance with Purchasers, satisfactory to such Purchaser as to such matters incident to the requirements set forth in Section 3.01 of the Settlement Agreementmatters herein contemplated as it may reasonably request; (v) certified copies of the Second Amendment resolutions of the Board of Directors (or Board of Managers or other similar authorizing body) of each Credit Party authorizing the execution and delivery of the Transaction Documents to Rights Agreement executed by which such Person is a party (including, in the parties thereto case of the Company, the issuance, execution and delivered by delivery of the Borrower applicable Series of Notes), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement, the LenderNotes and the other Transaction Documents; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary and one other officer of the Borrower each Credit Party certifying (A) the names and true signatures of each officer the officers of the Borrower who has been such Person authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of sign the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents to which it such Person is a party and (D) the other documents to be delivered hereunder, or a certificate of a Responsible Officer certifying that there have been no changes in to such officers since the last date of delivery to the Purchasers; (vii) certified copies of the articles of incorporation and bylaws (or similar constitutive documents) of each Credit Party, or a certificate of incorporation (or equivalent Constituent Document) a Responsible Officer certifying that there have been no changes to such documents since the last date of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant delivery to the immediately preceding clausePurchasers; (viii) a letter good standing certificate for each Credit Party from the Borrower to the Lender reaffirming as secretary of state of the Closing Date those matters set forth state of its formation (and, in the letter case of ▇▇▇▇▇▇ Navigation, the Borrower to its accountants State of California), in each case dated as of March 2, 2000;a recent date and such other evidence of the status of each Credit Party as such Purchaser may reasonably request; and (ix) a certificate of a Responsible Officer additional documents or certificates with respect to legal matters or corporate or other proceedings related to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Lender Such Purchaser shall have received on the Closing Date each of the following, each dated the date of the applicable Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counselDay: (i) this This Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered The Note(s) to be purchased by the Borrowersuch Purchaser; (iii) A favorable opinion of O'Melveny & MyerGamb▇ ▇▇▇k▇▇ & ▇aum▇▇, ▇▇ecial counsel to the Borrower, which shall be Company (or such other counsel designated by the Company and acceptable to the effect set forth Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit B addressed D-1 (in the case of the Series I Notes) or D-2 (in the case of any Shelf Notes) attached hereto and as to the Lender and addressing such other matters as the Lender such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, including without limitationagrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, the enforceability of the Loan Documentsand understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) evidence a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the waiver of compliance with Company certifying, among other things, (A) as to the requirements set forth in Section 3.01 names, titles and true signatures of the Settlement officers of the Company authorized to sign this Agreement; , the Notes and the other documents to be delivered in connection with this Agreement, (vB) the Second Amendment to Rights Agreement executed by the parties that attached as Exhibit A thereto is a true, accurate and delivered by the Borrower to the Lender; (vi) a complete copy of the articles or certificate Articles of incorporation (or equivalent organizational documents) Incorporation of the BorrowerCompany, certified as of a recent date by the Secretary of State of Delaware as of a date not more than ten Business Days from the state of incorporation Closing Day, (C) that attached as Exhibit B thereto is a true, accurate and complete copy of the BorrowerCompany's Bylaws which were duly adopted and are presently in effect and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (D) below, together with certificates (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors (authorizing the issuance and sale of the Notes and the execution, delivery and performance of this Agreement) duly adopted by written action or at a meeting of the Company's Board of Directors, and such official attesting to the resolutions have not been rescinded, amended or modified and (E) that attached as Exhibit D thereto is a good standing certificate for the Company from the Secretary of the BorrowerState of Delaware; (viiv) a certificate of Secretary's Certificate signed by the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures one other officer of each officer Guarantor certifying that attached thereto is a true, accurate and complete copy of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrowersuch Guarantor's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement the Series I Guaranty) duly adopted by consent in lieu of a meeting by such Guarantor's Board of Directors, and the other Loan Documents to which it is a party and (D) that there such resolutions have not been no changes in the certificate of incorporation (rescinded, amended or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;modified. (viiivi) a letter from an Officer's Certificate certifying that (A) the Borrower to the Lender reaffirming representations and warranties contained in paragraph 8 shall be true on and as of the Closing Date those matters set forth in Day, except to the letter extent of changes caused by the Borrower to its accountants dated as transactions herein contemplated; and (B) on the date of March 2, 2000closing no Event of Default or Default exists; (ixvii) a certificate of a Responsible Officer additional documents or certificates with respect to legal matters or corporate or other proceedings related to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Administrative Agent and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed and delivered by the Borrowereach Guarantor; (iii) favorable opinion the Pledge and Security Agreement, duly executed by the Borrower and each Guarantor, together with each of O'Melveny & Myer▇ ▇▇▇the following, counsel to the Borrowerextent required by the Collateral Documents: (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 Credit Agreement Orbital Sciences Corporation and perfected first priority security interest in the Collateral, 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 the 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, 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 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 Closing Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to the effect set forth such Pledge and Security Agreement and stock powers for such certificates, instruments and other documents executed in Exhibit B addressed blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to the Lender such Pledge and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability Security Agreement duly endorsed in favor of the Loan DocumentsAdministrative Agent or in blank; (iv) evidence Mortgages for all of the waiver of compliance with the requirements set forth in Section 3.01 Real Properties of the Settlement AgreementLoan Parties identified as an initial mortgaged property on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent); (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower a favorable opinion of H▇▇▇▇ & H▇▇▇▇▇▇ L.L.P., counsel to the LenderLoan Parties, addressed to the Administrative Agent and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower who such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (vi) above; (viii) a letter from certificate of a Responsible Officer of the Borrower, stating that the Borrower is Solvent after giving effect to the Lender reaffirming as initial Loans and Letters of Credit, Credit Agreement Orbital Sciences Corporation the application of the Closing Date those matters set forth proceeds thereof in accordance with Section 7.8 (Use of Proceeds) and the letter payment of the Borrower to its accountants dated as of March 2all estimated legal, 2000accounting and other fees related hereto and thereto; (ix) a certificate of a Responsible Officer to the effect that (A) the conditions condition set forth in Sections 3.1(b)Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) except as set forth in Schedule 4.6, no litigation has been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (c), x) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.4 (dMaintenance of Insurance) and 3.2any Collateral Document are in full force and 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 insurance policies to be maintained with respect to the properties of the Borrower and each other Loan Party; (xi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request; and (xii) evidence satisfactory to the Administrative Agent that the Borrower shall have paid in full all of its obligations under the Senior Notes.

Certain Documents. The Lender Administrative 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 LenderAdministrative Agent, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counseleach Lender: (i) this Agreement, Agreement duly executed by Holdings and delivered 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 and a Note of the Borrower Borrower), Notes in each applicable Facility conforming to the requirements set forth hereinin Section 2.14(e); (ii) the WarrantGuaranty and Security Agreement, duly executed by each Loan Party (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, Intellectual Property and delivered 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 Administrative Agent in the Collateral, in each case as may be reasonably requested by the BorrowerAdministrative Agent, (B) except to the extent otherwise expressly provided under Section 7.15, all documents representing all 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 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) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to Intercreditor Agreement duly executed by the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitationAdministrative Agent, the enforceability of Second Lien Administrative Agent, Holdings, the Borrower and the other Loan DocumentsParties; (iv) evidence duly executed favorable opinions of counsel to the waiver of compliance with Loan Parties in New York and in each other jurisdiction in which a Loan Party (other than the requirements set forth in Section 3.01 of Inactive Subsidiaries) is organized,satisfactory to the Settlement AgreementAdministrative Agent, each addressed to the Administrative Agent, the L/C Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of each Constituent Document of each Loan Party (other than the articles or certificate of incorporation (or equivalent organizational documentsInactive Subsidiaries) of the Borrowerthat is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Governmental Authority, together with with, if applicable, certificates of such official attesting to the good standing of the Borrowersuch Loan Party in such jurisdiction; (viivi) a certificate of the Secretary secretary, assistant secretary or an Assistant Secretary other officer of each Loan Party (other than the Borrower Inactive Subsidiaries) in charge of maintaining books and records of such Loan Party certifying as to (A) the names and true signatures of each officer of the Borrower who has been such Loan Party authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowerwho will execute any such Loan Document, (B) the by-laws (or equivalent Constituent Document) Documents of the Borrower such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of the Borrowersuch Loan Party's Board board of Directors (directors or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it such Loan Party is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseparty; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixvii) a certificate of a Responsible Officer of Holdings to the effect that the conditions each condition set forth in Sections 3.1(bSection 3.1(c) (to such Responsible Officer's knowledge), (c), (dSection 3.1(d) and 3.2Section 3.2(b) has been satisfied; (viii) 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 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; (ix) insurance certificates in form and substance satisfactory to the Administrative 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; (x) copies of the financial statements, projections and Pro Forma Financial Statements referred to in Section 4.4; and (xi) such other documents and information as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Lender Administrative 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 LenderLenders, in form and substance satisfactory to the Administrative Agent and each Lender and its each of their respective counsel, and in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by each of the Borrower and Loan Parties and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; (ii) copies of UCC and PPSA search reports as of a recent date listing all effective financing statements and/or financing change statements that name any Loan Party or Subsidiary of a Loan Party as debtor, together with copies of such financing statements, and/or financing change statements none of which shall cover the Warrant, duly executed Collateral (except for those which shall be terminated on the Closing Date and delivered by the BorrowerLiens permitted under Section 8.2); (iii) favorable opinion (A) share certificates representing all certificated Stock being pledged pursuant to this Agreement and stock powers for such share certificates executed in blank, as the Administrative Agent may require; and (B) instruments representing such of O'Melveny & Myer▇ ▇▇▇the Pledged Notes pledged pursuant to this Agreement as shall be requested by the Administrative Agent, counsel duly endorsed in favor of the Administrative Agent or in blank; provided, however that if the share certificates or instruments described in clauses (A) and (B) above have been delivered to the Borroweragent under the Prepetition Working Capital Facility, which the Loan Parties shall be deemed to have satisfied the effect condition set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documentsthis Section 3.1(b)(iii); (iv) evidence a favorable opinion of Sidley Austin LLP, counsel to the waiver Loan Parties, in substantially the form of compliance with Exhibit K, addressed to the requirements set forth in Section 3.01 Administrative Agent and the Lenders and a favorable opinion of Utah counsel to the Settlement AgreementLoan Parties, addressed to the Administrative Agent and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower a favorable opinion of independent counsel to the LenderInformation Officer, addressing the enforceability and validity of the security granted by Pliant Toronto as a foreign subsidiary borrower and guarantor under the Prepetition Working Capital Facility and the Prepetition Fixed Asset Facility; (vi) a favorable opinion of ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties and of any agents engaged by ▇▇▇▇▇▇▇▇ LLP in other Provinces, if applicable, addressed to the Administrative Agent and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request; (vii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State or other Governmental Authority of the state or province of incorporation organization of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party; (viiviii) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrower's Board such Loan Party’s board of Directors directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the Orders and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viiiix) a letter from the Borrower to the Lender reaffirming as certificate of the Closing Date those matters set forth in the letter Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of each officer of the Borrower who has been authorized to its accountants dated execute and deliver the Commitment Letter (including Annex I and Annex II thereto) and the Fee Letter, (ii) the by-laws of the Borrower as in effect on the date of March 2such certification, 2000(iii) the resolutions of the Borrower’s board of directors approving and authorizing the execution, delivery and performance of the Commitment Letter (including Annex I and Annex II thereto) and the Fee Letter and (iv) that there have been no changes in the certificate of incorporation of the Borrower from the certificate of incorporation delivered pursuant to second preceding clause; (ixx) a certificate of a Responsible Officer of the Borrower to the effect that the conditions set forth in Sections 3.1(bSection 3.1 have been satisfied; (xi) evidence satisfactory to the Administrative Agent that the amount, types and terms and conditions of insurance policies and bonding maintained by the Borrower and its Subsidiaries required by Section 7.5 are in full force and effect, together with certificates indicating that (A) the Administrative Agent, on behalf of the Secured Parties, is an additional insured or loss payee, as applicable, under all liability policies maintained by each Loan Party and (B) the Administrative Agent, on behalf of the Secured Parties, is an additional insured or loss payee, as applicable, under all insurance policies maintained with respect to the properties of each Loan Party; (xii) evidence satisfactory to the Administrative Agent (A) of the receipt of all necessary consents, authorizations and approvals of each Governmental Authority or third party necessary in connection with this Agreement and the transactions contemplated hereby (without the imposition of any conditions that are not reasonably acceptable to the Lenders), and that the same continue to remain in effect; and (c)B) that no law or regulation shall be applicable in the judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the Facility or the transactions contemplated thereby; (dxiii) a copy of the Trademark Security Agreement, the Patent Security Agreement and 3.2the Canadian Security Agreement, duly executed and delivered by each Loan Party, and such other documents duly executed by each Loan Party as the Administrative Agent (at the direction of the Requisite Lenders) may request with respect to the perfection of its security interests (for the benefits of the Lenders) in such Collateral; (xiv) [Reserved]; (xv) a certificate of a Responsible Financial Officer of the Borrower certifying that the Projections are true and complete; (xvi) an operating budget setting forth the projected financial operations of the Borrower and its Subsidiaries for the period from January 23, 2009 to April 30, 2009, which budget shall be in form and substance satisfactory to the Lenders in their sole discretion; (xvii) Projections satisfactory to the Lenders in their sole discretion; (xviii) a copy of the Corporate Chart dated as of the Closing Date and a certificate of Responsible Officer of the Borrower certifying that such Corporate Chart is true, correct, complete and current as of the Closing Date; (xix) a Perfection Certificate of the Loan Parties and their Subsidiaries, satisfactory to the Lenders in their sole discretion, and certified by a Responsible Officer to be accurate and complete as of the Closing Date; and (xx) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Lender 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 LenderAgent, in form and substance reasonably satisfactory to the Lender and its counselAgent: (i) written commitments duly executed by existing Lenders or Qualified Assignees 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 Qualified Assignee, an assumption agreement in form and substance reasonably satisfactory to the Agent and duly executed by the Borrowers, the Agent and such Qualified Assignee; (ii) an amendment to this Agreement, duly effective as of the Facilities Increase Date and executed by the Borrowers and delivered the Agent, to the extent necessary to implement terms and conditions of the Facilities Increase, as agreed by the Borrowers and the Agent; (iii) for the account of each Lender or Qualified Assignee participating in such Facilities Increase having requested the same by notice to the Agent and the Borrowers received by each at least three Business Days prior to the Facilities Increase Date (or such later date as may be agreed by the Borrower and a Note of the Borrower Representative), Notes conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan DocumentsSection 1.1; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified for each Credit Party executing any Loan Document as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates part of such official attesting to the good standing of the Borrower; (vii) Facilities Increase, a certificate of the Secretary secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each other officer of the Borrower who has been authorized to execute such Credit Party in charge of maintaining books and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date records of such certification, (C) Credit Party certifying as to the resolutions of the Borrower's Board such Credit Party’s board of Directors (directors or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents each document executed as part of such Facilities Increase to which it such Credit Party is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseparty; (viiiv) a letter from the Borrower duly executed favorable opinions of counsel to the Credit Parties addressed to the Agent, the L/C Issuers and the Lenders and addressing such matters as the Agent may reasonably request; and (vi) such other documents as any Lender reaffirming participating in such Facilities Increase may require as of the Closing Date those matters set forth in the letter of the Borrower a condition to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth commitment in Sections 3.1(b), (c), (d) and 3.2such Facilities Increase.

Certain Documents. The Lender holders of Notes shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lenderin form, in form scope and substance satisfactory to the Lender holders and its counselduly executed and delivered by all parties thereto: (i) a counterpart of this Agreement, duly executed and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth hereinAmendment; (ii) a counterpart of Amendment No. 1 to Guaranty Agreement, dated as of the Warrantdate hereof, duly executed between the Services Company and delivered by the Borrowerholders of Notes (the "GUARANTY AMENDMENT"); (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying ESOP Trustee, (A) the names and true signatures of each officer attaching resolutions evidencing approval of the Borrower who has been authorized to execute transactions contemplated by this Amendment and deliver any Loan Document or other document required hereunder documents to be executed and delivered by the ESOP Trust in connection herewith or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving therewith and authorizing the execution, delivery and performance thereof, authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, (B) certifying as to the names, titles and true signatures of the officers of the ESOP Trustee authorized to sign, on behalf of the ESOP Trust on the date hereof, this Amendment and any other documents to be executed and delivered by the ESOP Trust in connection herewith or therewith, and (C) attaching any amendments or modifications to the Articles of Association of the ESOP Trustee since May 4, 2004, or certifying that no such amendments or modifications have been effected; (iv) a certificate of the Secretary or an Assistant Secretary of the Services Company, (A) attaching resolutions evidencing approval of the transactions contemplated by the Guaranty Amendment and any other documents to be executed and delivered by the Services Company in connection herewith or therewith and the execution, delivery and performance thereof, authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, (B) certifying as to the names, titles and true signatures of the officers or other authorized persons of the Services Company authorized to sign, on behalf of the Services Company on the date hereof, the Guaranty Amendment and any other documents to be executed and delivered by the Services Company in connection herewith or therewith, (C) attaching a copy (certified by the Secretary of State of the Commonwealth of Pennsylvania within 10 Business Days of the Amendment Effective Date) of the Index and Docket Record of the Services Company, (D) certifying that no dissolution or liquidation proceedings as to the Services Company have been commenced or are contemplated, and (E) attaching any amendments or modifications to the Articles of Incorporation or Bylaws of the Services Company since May 4, 2004, or certifying that no such amendments or modifications have been effected; (v) favorable opinions of counsel to (A) the ESOP Trustee, (B) the Services Company and (C) the Master Partnership and each of the Operating Companies parties to the Services Agreement, each as to such matters relating to the transactions contemplated by this Amendment, the Guaranty Amendment and the Restructuring as the holders of Notes may reasonably request; (vi) An Officer's Certificate of the ESOP Trustee, certifying that, after giving effect to this Amendment and the transactions contemplated hereby, (A) the representations and warranties of the ESOP and the ESOP Trustee contained in this Amendment, the Agreement and the other Loan Note Documents are true on and as of the date hereof, (B) there exists on the date hereof no Event of Default or Default, either before or immediately after giving effect to which it is a party this Amendment and the transactions contemplated hereby (including, without limitation, the Restructuring), and (DC) that on the date hereof there exists or has occurred no condition, event or act which could reasonably be expected to have been no changes a Material Adverse Effect; (vii) An Officer's Certificate of the Services Company, certifying that, after giving effect to this Amendment, the Guaranty Amendment and the transactions contemplated hereby and thereby, (A) the representations and warranties of the Services Company contained in the certificate of incorporation (or equivalent Constituent Document) Guaranty Amendment, the Guaranty Agreement and the other Note Documents are true on and as of the Borrower from date hereof, (B) there exists on the certificate date hereof no Event of incorporation Default or Default (each as defined in the Guaranty Agreement), either before or equivalent Constituent Document) delivered pursuant immediately after giving effect to the immediately preceding clauseGuaranty Amendment and the transactions contemplated thereby (including, without limitation, the Restructuring), and (C) on the date hereof there exists or has occurred no condition, event or act which could reasonably be expected to have a Material Adverse Effect (as defined in the Guaranty Agreement); (viii) a letter from the Borrower to the Lender reaffirming as certificate of an officer of the Closing Date those matters set forth in Manager attaching copies of all instruments, agreements or other documents to be entered into by the letter Services Company, the ESOP Trust, MainLine, the Manager, the Master Partnership or any of the Borrower to its accountants dated as Operating Companies in connection with, or otherwise relating to, the Restructuring (collectively, the "RESTRUCTURING DOCUMENTS"), the terms and conditions of March 2each of which shall be in full force and effect and shall not have been amended, 2000;modified or waived except with the prior written consent of each holder of Notes; and (ix) a certificate such additional documents or certificates as may be reasonably requested by any holder of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2Notes.

Certain Documents. The Lender Administrative Agent shall have received on the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the LenderAdministrative Agent, in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender and its counseleach Tranche B Investor: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; (ii) the WarrantGuaranty, duly executed and delivered by the Borrowereach Guarantor; (iii) the Pledge and Security Agreement, duly executed by the Borrower and each 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 Effective Date, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral (subject to liens permitted under this 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 the 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, 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 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 Effective Date or are otherwise permitted pursuant to this Agreement); (B) share certificates representing all of the certificated Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such share certificates executed in blank; (C) all instruments representing Pledged Notes being pledged pursuant to such Pledge and Security Agreement, if any, duly endorsed in favor of the Administrative Agent or in blank; (D) Deposit Account Control Agreements from all Deposit Account Banks, as may be requested by the Administrative Agent; and (E) Control Account Agreements from (1) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor; (iv) Mortgages for each of the Real Properties set forth in Schedule 4.19 (Real Property); (v) all Assignments of Government Contracts and Notices of Assignment of Government Contracts required to be delivered under the Pledge and Security Agreement; (vi) favorable opinion opinions of O'Melveny & Myer▇ (A) ▇▇▇▇▇ Day, counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties) and (B) general counsel to the Borrower, which shall be to the effect set forth in Exhibit B each case addressed to the Lender Administrative Agent, the Lenders and the Tranche B Investors and addressing such other matters as any Lender or Tranche B Investor through the Lender Administrative Agent may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vivii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of the Borrowereach Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of the Borrowersuch Loan Party, together with certificates of such official attesting to the good standing of the Borrowereach such Loan Party in such state; (viiviii) a certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying (A) the names and true signatures of each officer of the Borrower such Loan Party who has been authorized to execute and deliver any Loan Document, Tranche B Document or other document required hereunder to be executed and delivered by or on behalf of the Borrowersuch Loan Party, (B) the by-laws (or equivalent Constituent Document) of the Borrower such Loan Party as in effect on the date of such certification, (C) the resolutions of the Borrowersuch Loan Party's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; clause (viiivii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000above; (ix) a certificate of a Responsible Officer of the Borrower, stating that the Borrower is Solvent as of the Effective Date and 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) and the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer to the effect that (A) the conditions condition set forth in Sections 3.1(b)Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied 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, if adversely determined, would have a Material Adverse Effect; (c), xi) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (dMaintenance of Insurance) and 3.2any Collateral Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured, loss payee or lender's loss payee, as appropriate, under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries; (xii) to the extent requested by the Administrative Agent or its advisors prior to the Effective Date, all material contracts (including with respect of material Projects) and all documents and agreements related thereto, in each case certified as being true, complete and correct by a Responsible Officer of the Borrower; (xiii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender or Tranche B Investor through the Administrative Agent may reasonably request; (xiv) all Tranche B CDs issued under the Existing Credit Agreement for cancellation; and (xv) to the extent requested, the Agents and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act.

Certain Documents. The Lender Administrative 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 indicated or agreed to by the LenderAdministrative Agent, in form and substance reasonably satisfactory to the Lender and its counselAdministrative Agent: (i) this AgreementAgreement and, duly executed to the extent not delivered prior to the Closing Date, if amended or amended and delivered by restated, the Borrower and a Note other Loan Documents as of the Borrower conforming to Closing Date, including Notes requested by any Lender and the requirements set forth hereinEnvironmental Indemnity, in each case duly executed; (ii) to the Warrantextent not complete and/or delivered prior to the Closing Date, (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 Administrative Agent in the Collateral, in each case as may be reasonably requested by Administrative Agent, and (B) all Control Agreements that, in the reasonable judgment of Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed and delivered by by, in addition to the Borrowerapplicable Loan Party, the applicable financial institution; (iii) [Reserved]; (iv) duly executed favorable opinion opinions of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B Loan Parties addressed to Administrative Agent, the Lender L/C Issuers and addressing such the Lenders and addressing, among other matters as the Lender may reasonably requestthings, including without limitationpower and authority of Loan Parties, due execution and delivery and enforceability of this Agreement and the enforceability of the Loan Documents; Documents and the enforceability of Second Amended and Restated Genesis Revolving Credit Agreement (ivHUD Facility) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement;CHICAGO/#3103747.13103747.3A (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; extent not delivered prior to the Closing Date, (viA) 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 articles Administrative Agent, or certificate of incorporation (or equivalent organizational documents2) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Governmental Authority, together with and (B) certificates of such official attesting to the good standing of the Borrowersuch Loan Party in such jurisdiction, together with, if applicable, related tax certificates; (viivi) a certificate of the Secretary secretary or an Assistant Secretary other officer of the Borrower each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and true signatures of each officer of the Borrower who has been such Loan Party authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the BorrowerDocument, (B) the by-laws (or equivalent Constituent Document) Documents of the Borrower such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of the Borrower's Board such Loan Party’s board of Directors (directors or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it such Loan Party is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseparty; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ixvii) a certificate of a Responsible Officer of Borrowers to the effect that the conditions (A) each condition set forth in Sections 3.1(b3.1(e) and Section 3.2(b) has been satisfied and (B) both the Loan Parties taken as a whole and Borrowers are Solvent giving effect to the payment required pursuant to clause (b), below, and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (c)viii) [Reserved]; and (ix) not later than the date three (3) days prior to the Closing Date, all documents and information reasonably determined by any Lender as being required by regulatory authorities under the Patriot Act or any applicable “know your customer” or anti-money laundering rules or regulations, to the extent requested at least ten (d10) and 3.2days prior to the Closing Date.

Certain Documents. The Lender Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender and its counselAdministrative Agent: (i) this Agreement, duly executed and delivered by the Borrower and a Note certif icate of the Borrower conforming to the requirements set forth herein; (ii) the Warrant, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a certificate of the Secretary or an Assistant Secretary Authorized Off icer of the Borrower certifying (Ai) the names and true signatures of each officer of the Borrower who has been authorized as to execute and deliver any Loan Document its organizational or constitutional documents, (ii) as to its resolutions or other document required hereunder to be executed and delivered by action of its board of directors, manager or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) members approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Agreement and the other Transaction Documents to which it is a party are true and (D) that there have been no changes correct in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming all material respects as of the Closing First Amendment Date those matters set forth (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to its knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the letter incumbency and specimen signature of each of its Authorized Off icers authorized to execute this Agreement and the other Transaction Documents to which it is a party; (ii) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower covering customary corporate matters under New York. Maryland and Delaware law and such other matters as the Administrative Agent and its counsel shall reasonably request, in form and substance reasonably satisfactory to its accountants the Administrative Agent; (iii) the executed Lender Fee Letter, dated as of March 2the date hereof ; (iv) the executed Administrative Agent Fee Letter, 2000; dated as of the date hereof ; (ixv) a certificate of a Responsible Officer to the effect that executed Omnibus Amendment and Affirmation (the conditions set forth in Sections 3.1(b“Omnibus Amendment and Affirmation”), (c)dated as of the First Amendment Date, (d) by and 3.2among New Mountain Private Credit Fund, the Borrower, the Collateral Administrator, the Collateral Agent and the Administrative Agent;

Certain Documents. The Lender 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 Lender, in form and substance satisfactory to the Lender and its counselLender: (i) this Agreement, Agreement duly executed and delivered by the Borrower and a Borrower, the Note of the Borrower conforming to the requirements set forth hereinin Section 2.11(c) and the Guaranty duly executed and delivered by FTFC; (ii) the Warrant, Security Agreement duly executed by FTCC, together with (A) copies of UCC and delivered 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 Lender in the Collateral, in each case as may be reasonably requested by the BorrowerLender, and (B) all documents representing all Securities being pledged pursuant to such Pledge Agreement and related undated powers or endorsements duly executed in blank; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate each Constituent Document of incorporation (or equivalent organizational documents) of the BorrowerBorrower and FTFC, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrowersuch Governmental Authority, if applicable, together with with, if applicable, certificates of such official attesting to the good standing of the BorrowerBorrower and FTFC in such jurisdiction and each other jurisdiction where Borrower or FTFC 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); (viiiv) a certificate of the Secretary secretary or an Assistant Secretary other officer of the Borrower and FTFC in charge of maintaining books and records of Borrower and FTFC certifying as to (A) the names and true signatures of each officer of the Borrower who has been and FTFC authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the BorrowerDocument, (B) the by-laws (or equivalent Constituent Document) Documents of the Borrower and FTFC attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions or members’ consent of the Borrower's Board ’s and FTFC’s board of Directors (directors or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement each Loan Document to which Borrower or FTFC is a party; (v) a certificate of the Borrower to the effect that (A) each condition set forth in Section 3.1 has been satisfied, (B) the Borrower is Solvent after giving effect to the Loan advance made at Closing, if any, and the application of the proceeds thereof in accordance with Section 7.8 and the payment of all estimated legal, accounting and other Loan Documents to which it is a party fees and expenses related hereto and thereto, (C) the Representations and Warranties of Article IV hereof are true and correct in all respects, including without limitation, Sections 4.1, 4.4, 4.5, 4.6 and 4.7 thereof, and (D) that there no Default or Event of Default or other Material Adverse Effect has occurred and continues insofar as Borrower or its financial condition, business, business operations or results or properties, have been no changes in the certificate occurred or as a result of incorporation (any pending or equivalent Constituent Document) threatened litigation or administrative claims or proceedings against Borrower, Guarantor and/or any of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseits Subsidiaries; (viiivi) a letter from the Borrower to such other documents and information as the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2may reasonably request.

Certain Documents. The Lender Administrative Agent shall have received on or prior to the Closing Effective Date each of the following, each dated the Closing Date Effective Date, to the extent not delivered in connection with the Existing Credit Agreement unless otherwise indicated or agreed to requested by the LenderAdministrative Agent, in form and substance satisfactory to the Lender Lenders and its counselin sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and and, for the account of each Lender requesting the same, a Revolving Credit Note of the Borrower conforming to the requirements set forth herein; (ii) the WarrantReaffirmation Agreement, duly executed and delivered by the Borrower; (iii) favorable opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to the effect set forth in Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents; (iv) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower and each Guarantor party thereto, together with, to the Lender;extent not delivered in connection with the Existing Credit Agreement unless otherwise requested by the Administrative Agent, each of the following: (viA) a copy evidence satisfactory to the Agents that, upon the filing and recording of instruments delivered on the Initial Closing Date or the Effective Date, as applicable, the Administrative Agent (for the benefit of the articles Secured Parties) shall have a valid and perfected first priority security interest in the Collateral, 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 the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or certificate the Copyright Office, as the case may be, and other applicable documents under the laws of incorporation any jurisdiction with respect to the perfection of Liens created by the Security Agreement) and (or equivalent organizational documentsy) copies of the Borrower, certified UCC search reports as of a recent date by prior to the Secretary of State of the state of incorporation of the BorrowerEffective Date listing all effective financing statements that name any Loan Party as debtor, together with certificates copies of such official attesting to financing statements, none of which shall cover the good standing of Collateral, except for those that shall be terminated on the BorrowerEffective Date or are otherwise permitted hereunder; (viiB) a certificate all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in the reasonable judgment of the Secretary or an Assistant Secretary of Administrative Agent, shall be required for the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized Loan Parties to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower's Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 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 the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a letter from the Borrower to the Lender reaffirming as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2comply with Section 5.11

Certain Documents. The Lender shall have received on or before the Closing Date each all of the following, each dated the Closing Date unless all of which, except as otherwise indicated or agreed to by the Lenderspecifically described below, shall be in form and substance satisfactory to the Lender and its counselLender: (ia) this Agreement, duly executed This Loan Agreement together with all Exhibits and delivered by the Borrower and a Note of the Borrower conforming to the requirements set forth hereinSchedules attached hereto; (iib) A Notice of Borrowing pursuant to Section 2.01 hereof dated the Warrant, duly Closing Date executed and delivered by the Borrower; (iiic) favorable The Equipment Line of Credit/Term Loan Note; (d) The Agreement of Guaranty; (e) The opinion of O'Melveny & Myer▇ ▇▇▇, counsel to the Borrower, which shall be to Borrower substantially in the effect set forth in form of Exhibit B addressed to the Lender and addressing such other matters as the Lender may reasonably request, including without limitation, the enforceability of the Loan Documents"E" attached hereto; (ivf) evidence of the waiver of compliance with the requirements set forth in Section 3.01 of the Settlement Agreement; (v) the Second Amendment to Rights Agreement executed by the parties thereto and delivered by the Borrower to the Lender; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of the Borrower, certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, together with certificates of such official attesting to the good standing of the Borrower; (vii) a A certificate of the Secretary or an Assistant Secretary of the Borrower Borrower, its Subsidiaries and its corporate Affiliates dated the Closing Date certifying (A1) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf incumbent officers of the Borrower, its Subsidiaries and its corporate Affiliates authorized to sign this Loan Agreement and all other Loan Documents executed by the Borrower, its Subsidiaries and its corporate Affiliates in connection with this Loan Agreement, (B2) the byBy-laws (or equivalent Constituent Document) Laws of the Borrower Borrower, its Subsidiaries and its corporate Affiliates as in effect on the date of such certification, (C3) the resolutions of the Borrower's Board 's, its Subsidiaries' and its corporate Affiliates' respective Boards of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Loan Agreement and the all other Loan Documents to which it is a party were executed by the Borrower, its Subsidiaries and its corporate Affiliates in connection herewith and (D4) that there have been no changes in the certificate Certificate of incorporation (or equivalent Constituent Document) Incorporation and By-Laws of the Borrower from since the certificate date of incorporation (or equivalent Constituent Document) the most recent certification thereof by the Office of the appropriate Secretary of State delivered pursuant to the immediately preceding clauseLender prior to the Closing Date; (viiig) a letter from The Certificate of Incorporation of the Borrower Borrower, its Subsidiaries and/or its corporate Affiliates as amended, modified or supplemented to the Lender reaffirming Closing Date, shall be certified to be true, correct and complete by the appropriate Secretaries of State as of the Closing Date those matters set forth in the letter of the Borrower to its accountants dated as of March 2, 2000; (ix) a certificate of a Responsible Officer dates acceptable to the effect that the conditions set forth in Sections 3.1(b), (c), (d) and 3.2Lender;