Common use of Certain Documents Clause in Contracts

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and Group; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties thereto, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral Documents, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s security interests in the Collateral (including financing statements under the UCC and PPSA, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States 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 above Collateral Documents), (y) copies of UCC and PPSA 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) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, 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 any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (D) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (vi) [Intentionally Omitted]; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Canadian Loan Parties (and their respective local counsels), and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority of its jurisdiction of organization and (B) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2) the resolutions of 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 such Loan Party is a party and (3) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (A) above;

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and Group; (ii) the U.S. Loan Party Canadian Facility GuarantyFee Letters, duly executed and delivered by each U.S. Loan Partythe Borrower; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoBorrower 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 the Closing Date, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral Documents, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, Office or the United States 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 above Collateral DocumentsPledge and Security Agreement), (y) copies of UCC and PPSA 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) copies of United States Patent and Trademark Office, Office and United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any either such office or for which an application for registration has been submitted to any either such office, which searches shall not indicate any Liens on any such intellectual property, 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 any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (D) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (vi) [Intentionally Omitted]; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) a favorable opinions opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to in substantially the Canadian form of Exhibit G (Form of Opinion of Counsel for the Loan Parties (and their respective local counselsParties), and addressing such other related matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulationsregulations (including Regulation U of the Board of Governors of the Federal Reserve System), the perfection of all Liens security interests purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of State (or local equivalent, if applicable) of its jurisdiction of organization and (B) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2) the resolutions of 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 such Loan Party is a party and (3) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (A) above;

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and Groupand, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (viii) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoBorrower 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 prior to the Closing Effective Date, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected first-priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral free and clear of all Liens other than as agreed by the Administrative Agent (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Effective Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents representing all Pledged Stock Collateral being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in the reasonable judgment of the Canadian Security AgreementAdministrative Agent, shall be required for the Deed of HypothecLoan Parties to comply with Section 7.13 (Control Accounts, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blankApproved Deposit Accounts); and (D) evidence reasonably satisfactory 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 Administrative Agent of payment or arrangements for payment 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 or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementGuarantor; (viiv) [Intentionally Omitted]; (viiv) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇ & Bird, LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form satisfactory to the Administrative Agent, (B) ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to the Canadian Loan Parties as to FCC matters, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form satisfactory to the Administrative Agent, and (C) counsel to the Loan Parties in the States of Alabama, Florida, Georgia, Kansas, South Carolina and their respective local counsels)Tennessee, in each case, addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ixvi) a copy of each document executed by the Borrower, or its Subsidiaries, in connection with the redemption or repayment of the Existing Indebtedness, in each case, certified as being complete and correct by a Responsible Officer of the Borrower; (i) (Avii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (Bviii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s Board 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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Aviii) above; (ix) a certificate of the chief financial officer of the Borrower, stating that the Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the Acquisition, incurrence of Indebtedness hereunder, the application of the proceeds thereof in accordance with the terms of this Agreement, the payment of all estimated legal, accounting and other fees (including Transaction Costs) related thereto; (x) a certificate of a Responsible Officer to the effect that (A) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Effective Date, (B) no Default or Event of Default shall exist or be continuing on the Effective Date after giving effect to the Borrowings hereunder, (C) the making of the Loans on such date does not violate any Requirement of Law on the date of or immediately following such date and is not enjoined, temporarily, preliminarily or permanently, (D) each condition set forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) and Section 3.1(h) has been satisfied, and (E) no litigation (except as set forth on Schedule 4.7 (Litigation)) has been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect or could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions; (xi) evidence 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, unless otherwise agreed by the Administrative Agent, a customary broker’s letter and endorsements naming the Collateral 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 (xii) a copy of each Related Document and each Disclosure Document, in each case, certified as being complete and correct by a Responsible Officer of the Borrower.

Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans or any Peso TIIE Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Loans, at least three Business Days prior to the Closing Date) each of the followingfollowing (except as otherwise provided in Section 7.14 (Post-Closing Matters)), each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrowers and, for the account of each Lender requesting the same, a Note of each Borrower and Groupconforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by the Company and each U.S. Loan Partyother Guarantor; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed and delivered by the Loan Parties intended to be parties theretoCompany and each other Guarantor, together with each of the following: (A) evidence (including a Perfection Certificate certified by a Responsible Officer of the Company) reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on at the Closing DateClosing, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each Loan Party (other than the Mexican Borrowers) as the Administrative Agent may reasonably request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, 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 any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated 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) the Foreign Pledge Agreements, duly executed and delivered by the Loan Parties party thereto, together with all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Foreign Pledge Agreements and stock powers for such certificates, instruments and other documents executed in blank; (Cv) Mortgages for all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security AgreementMortgaged Real Property listed on Schedule 1.1, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge duly executed and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (D) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment delivered by the Borrower or the U.S. BorrowerLoan Parties party thereto, as the case may be, of together with all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Mortgage Supporting Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreementrelating thereto; (vi) [Intentionally Omitted]; a favorable opinion of (viiA) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Canadian Loan Parties Parties, in substantially the form of Exhibit G (and their respective local counselsForm of Opinion of counsel for the Loan Parties), and (B) counsel to the Loan Parties in each of the jurisdictions listed on Schedule 3.1 (a) (Opinion Jurisdictions), in each case addressed to the Agents, the Lenders and the Issuers and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ixvii) a copy of each Related Document, the Sponsor Management Agreement and the New Subordinated Note Indenture, each certified as being true and correct by a Responsible Officer of the Company; (i) (Aviii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (Bix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of 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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Aviii) above; (x) a certificate of the Chief Financial Officer of the Company, stating that the Company and its Subsidiaries are Solvent on a Consolidated basis, after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds), the consummation of the other Transactions 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, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that (A) the conditions set forth in Sections 3.1(e)(v), 3.1(e)(vi), 3.1(g), 3.1(h) and 3.2(b) have been satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) has been commenced against any Loan Party or any of its Subsidiaries that would have a Material Adverse Effect; (xii) 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, 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, as applicable, under all insurance policies to be maintained with respect to the properties of the Company and each other Loan Party (other than the Mexican Borrowers); 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 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each LenderAgent: (i) this Agreement, duly executed and delivered by the Borrower and Groupand, 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 U.S. Loan Party Canadian Facility Guarantyeach Guaranty set forth on Schedule 3.1(a)(ii) (Guarantees), duly executed and delivered by each U.S. Loan Party;Guarantor as set forth on Schedule 3.1(a)(ii) (Guarantees) opposite such Guaranty; and (iii) [Intentionally Omitted];each Pledge and Security Agreement set forth on Schedule 3.1 (iva) the Guaranty(iii) (Pledge and Security Agreements), duly executed and delivered by each Canadian Subsidiary Guarantor; Loan Party as set forth on Schedule 3.1(a)(iii) (vPledge and Security Agreements) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. opposite such Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties thereto, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, the Collateral Administrative Agent (for the benefit of the applicable Secured Parties) shall have a valid and perfected first priority security interest in the Collateral having to the priority described extent provided in Section 4.20 of this Agreement and the Collateral DocumentsDocuments (subject to Liens on the applicable assets otherwise permitted hereby), including (x) such documents duly executed by each such Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC (and PPSAcomparable Requirements of Law in the applicable Material Jurisdictions)), patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property OfficeCopyright Office (and in comparable government offices in the applicable Material Jurisdictions), 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 above Collateral Documents), applicable Pledge and Security Agreement and (y) copies of UCC and PPSA search reports (and comparable search reports in the applicable Material Jurisdictions) 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, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and pursuant to Section 8.2 (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderLiens)); (B) all certificates, instruments and other documents share certificates representing all of certificated Pledged Stock being pledged pursuant to any of the Canadian such Pledge and Security Agreement, to the Deed of Hypothecextent deliverable, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents share certificates executed in blank; (C) all the Foreign Qualifying Notes and any other instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement duly endorsed in favor of the Collateral Administrative Agent or in blank; andCREDIT AGREEMENT JOHNSONDIVERSEY, INC. (Div) evidence reasonably each Mortgage set forth on Schedule 3.1(a)(iv) duly executed and delivered by each Loan Party or Loan Party named as a party thereto, in each case together with (x) Mortgagee’s Title Insurance Policies, which policies shall include survey coverage (or, with respect to real estate located outside the United States, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any), as-built surveys (or, with respect to real estate located outside the United States, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any) and a certification with respect to Owned Real Property located in the United States for which a Mortgage is being delivered on the Closing Date, by the applicable Loan Party, in a form acceptable to the title company certifying that there has been no material change to the Owned Real Property that warrants an updated survey and (y) an opinion of counsel in each state in which any Mortgage is to be recorded with respect to the enforceability of each such Mortgage, each in form and substance and from counsel satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementAgent; (vi) [Intentionally Omitted]; (viiv) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇Day, LLP, U.S. counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to in substantially the Canadian form of Exhibit G (Form of Opinion of U.S. Counsel for the Loan Parties (and their respective local counselsParties), and addressing such matters as any Lender through addressed to the Administrative Agent may reasonably request, including opinions and the Lenders and (B) local counsel as to the enforceability of the applicable Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported Documents to be granted pursuant executed on the Closing Date and such other matters as reasonably requested by the Administrative Agent in the applicable jurisdictions, in form and substance reasonably acceptable to the Collateral Documents and no conflicts with material agreementsAdministrative Agent; (ixvi) a certificate dated as of a recent date from the Secretary of State of the jurisdiction of organization of each Domestic Loan Party attesting to the good standing of each such Domestic Loan Party; (i) (Avii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified (if appropriate in such jurisdiction) as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and (Bor other appropriate official) of such Loan Party, together with certificates (if available) of such official (if available) attesting to the good standing of each such Loan Party; (viii) a certificate of the Secretary or an Assistant Secretary (or other appropriate officer) of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of 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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Avii) above; (ix) a certificate of a Responsible Officer of the Company certifying that (A) each Borrower is Solvent and (B) the Company and its Subsidiaries on a consolidated basis are Solvent, after giving effect to the Loans made, and Letters of Credit Issued, on the Closing 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; CREDIT AGREEMENT JOHNSONDIVERSEY, INC. (x) a certificate of

Certain Documents. The 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 Administrative AgentAgents, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each LenderAgents: (i) this Agreement, duly executed and delivered by the Borrower and Groupand, 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 U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoBorrower and each Guarantor, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent Agents that, upon the filing and recording of instruments delivered on at the Closing Date, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral (subject to only Customary Permitted Liens and other non-consensual Permitted Liens having priority over the priority described in Section 4.20 of this Agreement and Liens granted to the Collateral DocumentsAgent), including (x) such documents duly executed by each Loan Party as the Administrative Agent Agents may request with respect to the perfection of the Collateral Agent’s 's security interests in the Collateral pursuant to the terms of the Collateral Documents (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States U.S. Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property U.S. 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 above Collateral Documents), Security Agreement) and (y) copies of UCC and PPSA 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, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderevidence Permitted Liens; (B) all certificates, instruments and other documents representing all Pledged Stock Notes being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or executed in blank; (C) Deposit Account Control Agreements from all Deposit Account Banks to the extent required by Section 7.16 (Control Accounts; Approved Deposit Accounts); and (D) evidence reasonably satisfactory Securities Account Control Agreements from all Securities Intermediaries with respect to all Securities Accounts and Securities Entitlements of the Administrative Agent of payment or arrangements for payment Borrower and such each Guarantor; (iii) the Pledge Agreement, duly executed by the Borrower and each Guarantor, together with share certificates representing all of the certificated Pledged Collateral being pledged pursuant to the Pledge Agreement and stock powers or other appropriate instruments of transfer for the U.S. Borrower, certificates evidencing such Pledged Collateral executed in blank (other than such share certificates representing Pledged Collateral and related stock powers and instruments of transfer as the case may beAdministrative Agents have agreed will be delivered pursuant to Section 7.19(a)); (iv) subject to Section 7.18 (Collateral Access Agreements and Bailee's Letters), of all applicable recording taxes, fees, charges, costs the Collateral Access Agreements and expenses required for the recording Bailee's Letters as set forth on Schedule 7.18 (Collateral Access Agreements and Bailee's Letters); (v) Mortgages in favor of the Collateral Documents necessary to perfect the Liens created by each Agent for all of the Canadian Security Agreementowned Real Properties of the Loan Parties identified on Schedule 6.21(a) (Locations of Real Property), other than those Real Properties of the Deed of HypothecLoan Parties constituting Excluded Property and except as otherwise may be agreed by the Administrative Agents, together with all Mortgage Supporting Documents (other than such Mortgage Title Insurance Policies as the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementAdministrative Agents have agreed will be delivered pursuant to Section 7.19(b)) relating thereto; (vi) [Intentionally Omitted]; a favorable opinion of (viiA) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇ Landsen ▇▇▇▇▇▇ & ▇▇▇▇, LLP▇, counsel to the U.S. Loan Parties, in substantially the form of Exhibit I (Form of Opinion of Counsel for the Loan Parties) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, (B) counsel to the Canadian Loan Parties in each jurisdiction for which the Administrative Agents require a legal opinion in connection with the delivery of Mortgages (and their respective local counselsother than, with respect to this clause (B), such legal opinions as the Administrative Agents have agreed will be delivered pursuant to Section 7.19(c)) each in form and substance satisfactory to the Administrative Agents, and in the case of all legal opinions delivered pursuant to this Agreement, addressed to the Agents, the Lenders and the L/C Issuer and addressing such other matters as any Lender or L/C Issuer through the any Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ixvii) a copy of each Related Document certified as being complete and correct by a Responsible Officer of the Borrower; (i) (Aviii) a copy of the articles or certificate of incorporation (or equivalent Constituent Organization Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party in such State as of a recent date; (Bix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or any other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Organization Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s '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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Organization Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Organization Document) of such Loan Party delivered pursuant to clause (Aix) above; (x) a certificate of the chief financial officer of the Borrower stating in reasonable detail that the Borrower is Solvent after giving effect to the initial Credit Extensions, the application of the proceeds thereof in accordance with Section 6.19 (Use of Proceeds) and the payment of all estimated Attorney Costs, and accounting and other fees related hereto and to the other Loan Documents and the transactions contemplated hereby and thereby; (xi) a certificate of a Responsible Officer of the Borrower to the effect that (A) the conditions set forth in Section 5.02(b) (Conditions Precedent to Each Credit Extension) have been satisfied and (B) there shall be no action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) or development in any action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) that has had or could reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the Transactions, the funding of the initial Credit Extensions under this Agreement or any of the other Transactions; (xii) a certificate of a Responsible Officer of the Borrower specifying all information necessary for the Administrative Agents and the Lenders to issue wire transfer instructions on behalf of each of the Loan Parties for the initial and subsequent Credit Extensions to be made under this Agreement, including sources and application of funds, disbursement authorizations, in form reasonably acceptable to the Administrative Agents; (xiii) evidence reasonably satisfactory to the Administrative Agents that the insurance coverage required by Section 7.07 (Maintenance of Insurance) or by any Collateral Document is in full force and effect, together with endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance coverage to be maintained with respect to the properties of the Borrower and the Guarantors; and (xiv) such other certificates, documents, agreements and information (including information with respect to Environmental Liabilities) respecting any Loan Party as any Lender through any Administrative Agent may reasonably request.

Certain Documents. The Subject to Section 7.17 (Post Closing), the 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this AgreementAgreement and the Note, each duly executed and delivered by the Borrower and GroupBorrower conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary GuarantorGuarantor set forth on Schedule 3.1(a)(ii) (Guarantors); (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties thereto, together with each of the following: (Aiii) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on at the Closing Dateclosing, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected second priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder; (Biv) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents delivered to the Collateral Agent for the benefit of the Lender, each executed in blank; (Cv) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (D) evidence reasonably satisfactory blank and delivered to the Administrative Collateral Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording benefit of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementLender; (vi) [Intentionally Omitted];the consent and waiver of the First Lien Lenders, as set forth in the Escrow Letter, whereby the First Lien Lenders (a) waive such Defaults and Events of Default, and amend such covenants, under the First Lien Facility, including, without limitation, such waivers or amendments as may be necessary or appropriate to permit Lender to make the Loan under and subject to the terms and conditions of this Agreement, (b) consents to the Lender making the Loan under and subject to the terms of this Agreement, and (c) waive any cross-default that would be triggered under the First Lien Facility as a result of any defaults occurring with respect to the TMT Indebtedness. (vii) a Borrowing Base Certificate dated on or about favorable opinion of (A) Miller Canfield, Paddock and Stone, P.L.C., counsel to the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, Loa▇ ▇▇▇▇▇▇▇ & ▇▇i▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇ ▇ub▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇lly t▇▇ ▇▇▇▇▇▇▇ LLPrm of Exhibit E (Form of Opinion of Counsel for the Loan Parties), (B) counsel to the Canadian Loan Parties (in, Wisconsin, Michigan, Mississippi, Tennessee, Missouri, and their respective local counsels)Rhode Island, in each case addressed to the Administrative Agent, the Collateral Agent and the Lender and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (Aviii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (Bix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s '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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Avi) above; (x) a certificate of a Responsible Officer of the Borrower and each Guarantor, stating that the Borrower and each Guarantor is Solvent after giving effect to the Loan, 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) evidence 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, unless otherwise agreed by the Administrative Agent, endorsements naming the Collateral 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 (xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Except for items required to be delivered following the Closing Date pursuant to Section 7.11 (Post-Closing Documents), the Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurocurrency Rate Loans is requested to be made on the Closing Date, with respect of the Notice of Borrowing for such Eurocurrency 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each LenderAgent: (i) this Agreement, duly executed and delivered by the Borrower and GroupBorrowers; (ii) the U.S. Loan Party Canadian Facility GuarantyDomestic Guaranty duly executed and delivered by each Domestic Guarantor and each Foreign Guaranty duly executed and delivered by each Foreign Guarantor; (iii) the Domestic Security Agreement, duly executed and delivered by each U.S. Domestic Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties thereto, together with each of the following, to the extent required by the Domestic Security Agreement: (A) evidence (including a Perfection Certificate certified by a Responsible Officer of the Company) reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on at the Closing Dateclosing, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in all material Collateral of the Domestic Loan Parties (subject to Permitted Collateral having Liens) to the priority described in Section 4.20 of this Agreement and extent required by the Collateral DocumentsDomestic Security Agreement, including (x) such documents duly executed and/or delivered, as applicable, by each Domestic Loan Party as the Administrative Agent may reasonably request with respect to the perfection of the Collateral Agent’s its security interests in the such Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, Office or the United States 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 above such Domestic Collateral Documents), ) and (y) copies of UCC and PPSA lien 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 recorded Liens on the Closing Date or are otherwise permitted hereunder, and (z) copies assets of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any each Domestic Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderParty; (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to any of the Canadian Domestic Security Agreement, Agreement required to be delivered to the Deed of Hypothec, Administrative Agent pursuant to the Canadian Pledge Agreement or the U.S. Pledge and Domestic Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged debt instruments, including all Intercompany Notes required to be delivered to the Administrative Agent pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Domestic Security Agreement duly endorsed in favor of the Collateral Administrative Agent or in blank; (D) all Deposit Account Control Agreements (as defined in the Domestic Security Agreement) required by the Domestic Security Agreement, duly executed by the corresponding deposit account bank and the applicable Domestic Loan Party; and (E) all Securities Account Control Agreements (as defined in the Domestic Security Agreement) required by the Domestic Security Agreement duly executed by the appropriate Domestic Loan Party and all relevant "securities intermediaries" (as defined in the UCC); (iv) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (v) with respect to each Domestic Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amounts set forth on Schedule 3.1(v) (Title Insurance Amounts) which policy (or such marked-up commitment) (each, a "Title Policy") shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a "tie-in" or "cluster" endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (if such endorsements are available in the applicable jurisdiction, and to the extent a zoning endorsement is not available, in the case of Domestic Mortgaged Property owned in fee a report by the Planning and Zoning Resource Corporation and in the case of Domestic Mortgages which are leasehold mortgages, use commercially reasonable efforts to obtain a zoning letter from the applicable municipality as shall be reasonably requested by the Administrative Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens and any other exceptions reasonably acceptable to the Administrative Agent; (vi) with respect to each Domestic Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (vii) evidence reasonably satisfactory acceptable to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, Company of all applicable Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each Mortgages and issuance of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (vi) [Intentionally Omitted]; (vii) a Borrowing Base Certificate dated on or about the Closing DateTitle Policies referred to above; (viii) with respect to each Mortgaged Property, the Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Property; (ix) Surveys with respect to each Mortgaged Property in which a Domestic Loan Party has a fee interest and with respect to those Mortgaged Properties in which a Foreign Loan Party has a fee interest as the Administrative Agent may reasonably request; and (x) a Flood Certificate with respect to each Domestic Mortgaged Property. (xi) the Foreign Collateral Documents listed on Schedule 3.1-1 (Foreign Collateral Documents: Secured Obligations), duly executed and delivered by each applicable Foreign Loan Party, together with all items required by such Foreign Collateral Documents to be delivered to the Administrative Agent and any other items reasonably requested by the Administrative Agent for the purpose of confirming that all actions reasonably necessary or desirable to perfect the security interest created by the Foreign Collateral Documents have been taken; (xii) a favorable opinions opinion of (1) Skadden, Arps, Slate, Meagher & Flom LLP, U.S. outside counsel to the Company, in ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇nti▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPthe form of Exhibit G (Form of Opinion of Counsel for the Domestic Loan Parties), (2) outside counsels in the U.K. and Australia and (3) local U.S. counsel to the Canadian Loan Parties (Parties, in each case, addressed to the Administrative Agent and their respective local counsels), the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (Axiii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified certified, to the extent relevant, as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party (Bor, if not applicable, by the Secretary or an Assistant Secretary of such Loan Party), together with certificates of such official attesting to the good standing of each such Loan Party (to the extent relevant), or such other evidence of status reasonably satisfactory to the Administrative Agent under the jurisdiction under which such Loan Party is organized; (xiv) a certificate of the Secretary or an Assistant Secretary or a Managing Director of each Loan Party (to the extent relevant) certifying (1A) articles or certificates of incorporation (or equivalent Constituent Document) of such Loan Party, (B) the names and true signatures of each officer of 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 such Loan Party, (C) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, certification and (2D) the resolutions of such Loan Party’s 's Board of Directors, Board of Supervisory Directors (if any) or shareholders (or equivalent governing bodybodies) approving and authorizing (in accordance with local law requirements) the execution, delivery and performance of this Agreement and the other Loan Documents to which such it is a party; (xv) a certificate of a Responsible Officer of the Company, stating that the Company (on a Consolidated basis with its Subsidiaries) is Solvent immediately after giving effect to the initial Loans and the application of the proceeds thereof in accordance with Section 7.8 (Application of Proceeds); (xvi) evidence reasonably satisfactory to the Administrative Agent that the insurance policies required by Section 7.4 (Maintenance of Insurance) and any 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 applicable 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; (xvii) Confirmation in writing by each Dutch Loan Party is a party and (3) that there is no (central) works council ((centrale) ondernemingsraad) with jurisdiction over the transactions as envisaged by the Loan Documents or that all consultation obligations in respect of the (central) works council with jurisdiction over the transactions as envisaged by the Loan Documents have been no changes complied with and that positive advice has been obtained from such (central) works council as well (in case of the articles or certificate latter) a copy of incorporation the an unconditional positive works council advice (advies) as well as the request for the advice from the board of managing directors; (xviii) the Notes required to be issued by the U.K. Borrower and the Dutch Borrower pursuant to Section 2.7(d) (Promissory Notes) (or equivalent Constituent Documentarrangements satisfactory to the Administrative Agent with respect thereto shall have been made); and (xix) of such other certificates, documents, agreements and information respecting any Loan Party from as any Lender through the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (A) above;Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and Groupand, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (viii) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoBorrower 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 at the Closing DateClosing, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and hereunder (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date including financing statements with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderFirst Lien Credit Agreement); (B) all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blankblank (unless delivered to the First Lien Collateral Agent); (C) all instruments representing Pledged Debt Instruments being pledged pursuant Deposit Account Control Agreements (other than any Deposit Account Control Agreements subject to any Section 7.17 (Post-Closing Obligations), duly executed by the corresponding Deposit Account Bank and Loan Party, that, in the reasonable judgment of the Canadian Security AgreementAdministrative Agent, shall be required for the Deed of HypothecLoan Parties to comply with Section 7.13 (Control Accounts, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blankApproved Deposit Accounts); and (D) evidence reasonably satisfactory 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 Administrative Agent of payment or arrangements for payment 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 or and each Guarantor; 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. (iv) the U.S. Intercreditor Agreement, duly executed by the Borrower, as the case may beAdministrative Agent, of the Collateral Agent, and the administrative agent and collateral agent under the First Lien Credit Agreement; (v) Mortgages for all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each Real Properties of the Canadian Security Agreement, Loan Parties identified on Schedule 4.19 (Real Property) together with all Mortgage Supporting Documents relating thereto (except as may be agreed to by the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementAdministrative Agent); (vi) [Intentionally Omitted]; a favorable opinion of (viiA) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇ & Bird, LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form satisfactory to the Administrative Agent, (B) ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to the Canadian Loan Parties as to FCC matters, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form satisfactory to the Administrative Agent, and (C) counsel to the Loan Parties in the States of Alabama, Florida, Georgia, South Carolina and their respective local counsels)Tennessee, in each case, addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ixvii) a copy of each First Lien Loan Document, the documents governing the New Preferred Stock and each redemption notice and each other document executed by the Borrower, or its Subsidiaries, in connection with the redemption or repayment of the Existing Indebtedness, in each case, certified as being complete and correct by a Responsible Officer of the Borrower; (i) (Aviii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (Bix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s Board 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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Aviii) above; (x) a certificate of the chief financial officer of the Borrower, stating that the Borrower is Solvent after giving effect to the incurrence of Indebtedness hereunder, the application of the proceeds thereof in accordance with the terms of this Agreement and the First Lien Credit Agreement and the payment of all estimated legal, accounting and other fees related thereto; 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. (xi) a certificate of a Responsible Officer to the effect that (A) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Closing Date, (B) no Default or Event of Default shall exist or be continuing on the Closing Date after giving effect to the borrowings hereunder and under the First Lien Credit Agreement, (C) the making of the Term Loans or the loans under the First Lien Facilities on such date does not violate any Requirement of Law on the date of or immediately following such date and is not enjoined, temporarily, preliminarily or permanently and (D) no litigation not listed on Schedule 4.7 (Litigation) has been commenced against any Loan Party or any of its Subsidiaries that would 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 any Collateral Document are in full force and effect, together with, unless otherwise agreed by the Administrative Agent, endorsements naming the Collateral 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; (xiii) each of the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Closing Date; (xiv) Borrower shall have delivered to the Administrative Agent a Notice of Borrowing substantially in the form of Exhibit C (Notice of Borrowing); and (xv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent 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 the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered The Note(s) to be purchased by the Borrower and Group;such Purchaser at such Closing. (ii) The Guaranty Agreement to be delivered to such Purchaser at such Closing in accordance with the U.S. Loan Party Canadian Facility Guarantyterms hereof, duly executed and delivered by each U.S. Loan Party;party required to be a Guarantor hereunder. (iii) [Intentionally Omitted];The Intercreditor Agreement duly executed and delivered by each party required to be a party thereto, which shall be in form and substance satisfactory to such Purchaser. (iv) the Guaranty, duly The Security Agreement executed by each Canadian Subsidiary Guarantor;Note Party and the other Security Documents duly executed and delivered by each Note Party party required to be a party thereto. (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly The Perfection Certificate executed by the Loan Parties intended to be parties thereto, together with each Note Party. (vi) A good standing certificate for each of the following:Company and the Guarantors from the Secretary of State of their respective states of incorporation or formation dated of a recent date prior to such Closing and such other evidence of the status of the Company and each Guarantor as such Purchaser may reasonably request. (Avii) evidence [Omitted.] (viii) Evidence of all such actions as such Purchaser shall reasonably satisfactory require to perfect the Liens created pursuant to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral Security Documents, including (xi) such documents duly executed by each Loan Party unless otherwise excepted in the Security Documents, as applicable, the Administrative delivery to the Collateral Agent may request of all property with respect to which possession is necessary or desirable for the perfection purpose of the Collateral Agent’s security interests in the Collateral perfecting such liens, (including financing statements under the UCC and PPSA, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as the case may be, and other applicable documents under the laws of any jurisdiction ii) with respect to Collateral covered by the perfection Security Documents, the filing of appropriately completed and duly authorized Uniform Commercial Code financing statements, and (iii) with respect to all Collateral constituting certificated Capital Securities in any Note Party or any of their Subsidiaries, to the extent required in the Security Documents, delivery to the Collateral Agent of original stock certificates and stock transfer powers with regard to all of the applicable Capital Securities. (ix) Evidence reasonably satisfactory to such Purchaser that the Liens created by the above Collateral Security Documents constitute first priority liens (except for any liens expressly permitted in the Note Documents), (y) copies of UCC and PPSA including satisfactory Uniform Commercial Code or other applicable search reports as and satisfactory authorizations to file releases of a recent date listing all effective financing Liens or termination 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) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted existing prior liens to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder;released. (Bx) Certificates of insurance satisfactory to such Purchaser in all certificates, instruments respects evidencing the existence of all insurance required to be maintained by the Note Parties and all other documents representing all Pledged Stock being pledged pursuant to any terms of the Canadian Security AgreementNote Documents, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed together with loss payable endorsements in favor of the Collateral Agent or and additional insured endorsements in blank; and (D) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording favor of the Collateral Documents necessary Agent and the holders of Notes. (xi) Evidence that the Senior Credit Agreement is (or substantially simultaneously shall be) in full force and effect, together with a fully executed copy thereof and of each other Senior Credit Document requested by such Purchaser, which shall be in form and substance satisfactory to perfect the Liens created by each such Purchaser. (xii) A certificate of a responsible officer of the Canadian Security Agreement, Note Parties certifying on behalf of the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (vi) [Intentionally Omitted]; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Canadian Loan Note Parties (and their respective local counsels), and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability solvency of the Loan DocumentsNote Parties and their Subsidiaries (taken as a whole), compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority of its jurisdiction of organization and (B) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certificationClosing, (2) after giving effect to the resolutions sale of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the executionNotes, delivery and performance of this Agreement and the other Loan Documents funding of the initial loans under the Senior Credit Agreement, in form and substance satisfactory to which such Loan Party is a party and (3) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (A) above;Purchaser.

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and Groupand, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor;Holdings; Credit Agreement Macquarie Infrastructure Company Inc. (viii) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoBorrower and Holdings, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on at the Closing DateClosing, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each Loan Party the Borrower and Holdings as the Administrative Agent may reasonably request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSA, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as the case may beUCC, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the above Collateral Documents), Pledge Agreement) and (y) copies of UCC and PPSA search reports as of a recent date listing all effective financing statements that name any Loan Party the Borrower or Holdings as debtor, together with copies of such financing statements, none of which shall cover the Collateral, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, 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 any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian such Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank;. (Civ) all instruments representing Pledged Debt Instruments being pledged pursuant to any a favorable opinion of the Canadian Security Agreement(A) Shearman & Sterling LLP, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (D) evidence reasonably satisfactory counsel to the Administrative Agent Borrower and Holdings, in substantially the form of payment or arrangements Exhibit F-1 (Form of Opinion of Counsel for payment by the Borrower or the U.S. Borrowerand Holdings), as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (viB) [Intentionally Omitted]; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, Potter A▇▇▇▇▇▇▇ & and C▇▇▇▇, ▇▇ LLP, Delaware counsel to the U.S. Loan PartiesBorrower and Holdings, in substantially the form of Exhibit F-2 (Form of Opinion of Delaware Counsel for the Borrower and ▇▇▇▇Holdings), (C) H▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 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 Canadian Loan Parties (and their respective local counsels), and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of this Agreement and the other Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported Documents to be granted pursuant to executed on the Collateral Documents and no conflicts with material agreementsClosing Date; (ix) (i) (Av) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Partythe Borrower and Holdings, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Person, together with certificates of such official attesting to the good standing of each such Person; (Bvi) 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 such Loan Party certifying 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 such Loan Party, (1B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of 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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Aclause(v) above;; and Credit Agreement Macquarie Infrastructure Company Inc. (vii) the Collateral Letter, duly executed by the Borrower, Holdings, the Lenders, the Issuers and the Administrative Agent.

Certain Documents. The Administrative Agent shall have received on or prior to the Initial Closing Date each of the following, each dated the Initial Closing Date unless otherwise indicated or agreed to by the Administrative AgentAgent and the Arrangers, in form and substance reasonably satisfactory to each of the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lenderthe Arrangers: (i) this Agreement, duly executed and delivered by Co-Borrower, Parent and Borrower, and, for the account of each Lender requesting the same, a Note of Borrower and Groupconforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary GuarantorGuarantor that is required to be party thereto on the Initial Closing Date; (viii) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended Co-Borrower, Borrower and each Guarantor that is required to be parties theretoparty thereto on the Initial Closing Date, together with each of the following: (A) evidence reasonably satisfactory to each of the Administrative Agent and the Arrangers that, upon the filing and recording of instruments delivered on the Initial Closing Date, the Collateral Agent shall be subject to the Requisite Liens (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral Documentssubject to Liens permitted hereunder), including (x) such documents duly executed by each Loan Party as each of the Administrative Agent and the Collateral Agent may reasonably request with respect to the perfection of the Collateral Agent’s security interests Requisite Liens in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright 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, Office or the United States 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA search reports as of a recent date listing all effective financing statements and tax and judgment liens that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Initial Closing Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents (if any) representing all Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank;; and (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or blank, including, without limitation, intercompany notes from Loan Parties and their Subsidiaries in blank; and (D) evidence form and substance reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementArrangers; (viiv) [Intentionally Omitted]the Escrow Agreement, duly executed by Co-Borrower and Borrower; (viiv) a Borrowing Base Certificate dated on or about the Closing Date; an opinion of (viiiA) favorable opinions of SkaddenPaul, ArpsWeiss, SlateRifkind, ▇▇▇▇▇▇▇ Wharton & ▇▇▇▇, Garrison LLP, counsel to the U.S. Loan Parties, and Loa▇ ▇▇▇rties, in substant▇▇▇▇▇ ▇▇▇▇he ▇▇▇▇ ▇▇▇▇▇▇▇ LLPEXHIBIT G (which shall cover New York and Delaware law), and (B) counsel to the Canadian Loan Parties (in Alabama, Florida, Georgia, Indiana, Michigan, Minnesota and their respective local counsels)Ohio, in each case addressed to the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent or the Arrangers may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ixvi) a copy of each Closing Date Related Document, in each case certified as being complete and correct by a Responsible Officer of Borrower; (i) (Avii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party and certificates attesting to the good standing of each such Loan Party in states where it is qualified as a foreign entity; (Bviii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s '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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Avii) above; (ix) a certificate of a Responsible Officer of Co-Borrower stating that Co-Borrower and its Subsidiaries, taken as a whole, and Borrower and its Subsidiaries, taken as a whole, are Solvent on a Consolidated basis after giving effect to the Transactions, the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with SECTION 7.9 and the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer of Borrower to the effect that (A) the conditions set forth in SECTIONS 3.2(B) and (C) have been satisfied, (B) no litigation not listed on SCHEDULE 4.7 shall have been commenced against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect and (C) certain other conditions reasonably detailed by the Administrative Agent that are otherwise required to be met have been met; (xi) evidence satisfactory to each of the Administrative Agent and the Arrangers that the insurance policies required by SECTION 7.5 and any Collateral Document are in full force and effect, together with, unless otherwise agreed by each of the Administrative Agent and the Arrangers, endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee, as appropriate, under all insurance policies to be maintained with respect to the properties of Co-Borrower, Parent, Borrower and each other Loan Party; (xii) not later than 2 Business Days before the Initial Closing Date, the Financial Statements listed on SCHEDULE 4.4. Such Financial Statements (A) shall be prepared in accordance with, or reconciled to, GAAP (other than the absence of footnotes to such unaudited financial statements), (B) shall be prepared on a basis materially consistent with the financial statements previously provided to the Lenders and (C) in the case of the unaudited Financial Statements of the Acquired Businesses, such Financial Statements shall have been reviewed by Ernst & Young LLP in accordance with the procedures set forth in Statement on Standards for Accounting and Review Services No. 1; (xiii) a PRO FORMA consolidated balance sheet (the "PRO FORMA BALANCE SHEET") of Borrower which combines Borrower's consolidated balance sheet as of April 3, 2005 and the Acquired Businesses' consolidated balance sheet as of March 6, 2005, after giving effect to the Transactions and all other indebtedness for borrowed money incurred after such dates (collectively, the "PRO FORMA TRANSACTIONS"), together with a certificate of the chief financial officer of Borrower to the effect that such PRO FORMA balance sheet was prepared in good faith based upon reasonable assumptions and that such PRO FORMA balance sheet properly reflects in all material respects adjustments (other than any adjustments related to allocating the purchase price of the RTM Acquisitions) to Borrower's historical balance sheet necessary to account for the Pro Forma Transactions, and a certificate of the chief accounting officer of the Acquired Businesses to the effect that such PRO FORMA balance sheet was prepared in good faith based upon reasonable assumptions and that such PRO FORMA balance sheet properly reflects in all material respects adjustments (other than any adjustments related to allocating the purchase price of the RTM Acquisitions) to the Acquired Businesses' historical balance sheet necessary to account for the Pro Forma Transactions. The chief financial officer of Borrower and the chief accounting officer of the Acquired Businesses shall certify that any adjustments allocating the purchase price of the RTM Acquisitions or related to the allocation thereof were prepared in good faith based upon the best available information as of the Initial Closing Date, it being understood that such adjustments are estimates, are subject to change and could differ materially from the final purchase accounting adjustments determined after an asset appraisal has been obtained. The Lenders shall be reasonably satisfied that such balance sheets are not materially inconsistent with the forecasts previously provided to the Lenders. Borrower shall have delivered the Projections, which shall not be materially inconsistent with the projections previously provided to the Arrangers; and (xiv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent or the Arrangers may reasonably request.

Certain Documents. The Administrative Senior A Facility Agent shall have received on or prior to the Amendment Closing Date each of the following, each dated on or prior to the Amendment Closing Date unless otherwise indicated or agreed to by the Administrative AgentFacility Agents, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each LenderFacility Agents: (i) this Agreement, duly executed and delivered by the Borrower Borrowers and GroupMemec Group Holdings and, for the account of each Lender requesting the same, a Note or Notes of the Borrowers conforming to the requirements set forth herein, along with updated schedules required hereunder; (ii) the U.S. Loan Party Canadian Facility GuarantyPriorities Intercreditor Agreement, duly executed and delivered by each U.S. Loan Partyof the parties thereto; (iii) [Intentionally Omitted]the Accession Agreements, each duly executed by Memec and Memec France and, in each case, duly executed by Memec Group Holdings; (iv) each of the GuarantyCollateral Documents listed on Part II of Schedule 1.1(a) (the “New Collateral Documents”), duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties Party that is a party thereto, as applicable, together with each of the followingwith: (A) (1) in respect of Loan Parties which are Domestic Subsidiaries, evidence reasonably satisfactory to the Administrative Collateral Agent that, upon the filing and recording of instruments delivered on the Closing Date, that the Collateral Agent (for the benefit of the Secured Parties) shall has a valid and perfected first priority security interest (subject only to Liens permitted under Section 8.2) in the Collateral being granted pursuant to the New Collateral Documents which such Loan Parties are a party (or in the case of filings or other actions necessary to perfect Liens granted on the Amendment Closing Date, will have a valid and perfected first priority security interest in (subject only to Liens permitted under Section 8.2) upon the Collateral having applicable filings or other actions taken after the priority described in Section 4.20 of this Agreement and the Collateral DocumentsAmendment Closing Date), including (x) such documents duly executed by each such Loan Party as the Administrative Collateral Agent may request and as are customary with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above any New Collateral Documents), Document) and (y) copies of UCC and PPSA 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, Collateral except for those that which shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, 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 any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (D) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (vi) [Intentionally Omitted]; (vii) a Borrowing Base Certificate dated on or about the Amendment Closing Date); (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Canadian Loan Parties (and their respective local counsels), and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority of its jurisdiction of organization and (B) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2) the resolutions of 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 such Loan Party is a party and (3) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (A) above;

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient originally executed copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower Borrower, TNCLP, the Administrative Agent and Groupeach Lender; (ii) the U.S. Loan Party Canadian Facility a Guaranty, duly executed and delivered by each U.S. Loan PartySecured Guarantor and each Unsecured Guarantor and the Administrative Agent; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. a Pledge and Security Agreement, duly executed and delivered by the Loan Parties intended to be parties theretoBorrower and each Secured Guarantor and the Administrative Agent, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on at the Closing Effective Date, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral Documents, including (x) such documents duly executed by each such Loan Party as the Administrative Agent may reasonably request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA search reports with respect to all such Loan Parties as of a recent the date the previous search reports were delivered to the Administrative Agent or its counsel at the Initial Closing Date listing all effective financing statements that name any Loan Party the Borrower and each Secured Guarantor each as a debtor, together with copies of such financing statements, none of which shall cover the Collateral, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Effective Date or are otherwise permitted hereunder; (Biv) all certificatessuch documents duly executed by each Loan Party, instruments and other documents representing all Pledged Stock being pledged pursuant to any the extent such Loan Party’s signature is required under Requirements of Law, as the Canadian Security AgreementAdministrative Agent may request with respect to the perfection of its security interests, including for the Deed purposes of Hypothecmaintaining and/or continuing the priority thereof, in the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blankCollateral; (Cv) all instruments representing Pledged Debt Instruments being pledged pursuant to any a satisfactory appraisal report of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor Inventory of the Collateral Agent or in blank; and (D) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (vi) [Intentionally Omitted]; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to each of the Canadian Loan Parties (and their respective local counsels)each Unsecured Guarantor, and addressing such matters as any Lender through in substantially the form of Exhibit G-1 addressed to the Administrative Agent may reasonably request, including opinions as to and the enforceability of the Loan Documents, compliance with all laws Lenders and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreementsIssuer; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority of its jurisdiction of organization and (Bvii) a certificate of the Secretary or an Assistant Secretary of each Loan Party and each Unsecured Guarantor certifying and attaching (1A) the by-laws (or equivalent Constituent Document) names and true signatures of each officer of such Loan Party as in effect or such Unsecured Guarantor authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on the date behalf of such certificationLoan Party or such Unsecured Guarantor, (2B) the resolutions of 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 such Loan Party it is a party and the transactions contemplated by this Agreement, (3C) that there have been no changes in the articles due incorporation and good standing or certificate of incorporation (or equivalent Constituent Document) valid existence of such Loan Party from or such Unsecured Guarantor as organized under the articles laws of the jurisdiction of its formation, and the absence of any proceeding for the dissolution or certificate of incorporation (or equivalent Constituent Document) liquidation of such Loan Party or such Unsecured Guarantor, together with a certificate, as of recent date, of the Secretary of State of the jurisdiction of its formation and of each jurisdiction in which such Loan Party or such Unsecured Guarantor conducts business, attesting to the good standing of each such Loan Party or such Unsecured Guarantor in each such jurisdiction and (D) a copy of the Constituent Documents of each Loan Party or such Unsecured Guarantor, certified as of a recent date by the Secretary of State of the state or jurisdiction of formation of such Loan Party or such Unsecured Guarantor or by another Person acceptable to the Administrative Agent, to the extent the Secretary or the Assistant Secretary is unable to certify that the Constituent Documents of such Loan Party or such Unsecured Guarantor have not been amended, revised or modified in any way since the Effective Date; (viii) a certificate of the Chief Financial Officer of the Borrower, stating that the Borrower individually, and TNCLP on a consolidated basis are each Solvent after giving effect to transactions contemplated in this Agreement, and the payment of all estimated legal, accounting and other fees related hereto and thereto; (ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in Section 3.2(b) has been satisfied, (B) no litigation not listed on Schedule 4.7 shall have been commenced against any Loan Party, any Unsecured Guarantor or any of its Subsidiaries which is reasonably likely to be adversely determined and, if adversely determined, would have a Material Adverse Effect and (C) no Material Adverse Change has occurred since December 31, 2003; (x) the financial statements required to be delivered pursuant to clause (Aa) aboveof Section 4.4; (xi) evidence satisfactory to the Administrative Agent and the Lenders that the insurance policies required by Section 7.5 and any Collateral Documents are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties as additional insured and/or loss payee under the subject insurance policies to be maintained with respect to the properties of TNCLP, the Borrower and each of TNCLP’s Subsidiaries; (xii) the Loan Purchase Agreement, duly executed and delivered by Terra Industries and the Administrative Agent; 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 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and GroupHoldings; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan PartyGuarantor; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed and delivered by the each Loan Parties intended to be parties theretoParty, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, the Collateral Administrative Agent (for the benefit of the applicable Secured Parties) shall have a valid and perfected first priority security interest in the Collateral having to the priority described extent provided in Section 4.20 of this Agreement and the Collateral DocumentsDocuments (subject to Liens on the applicable assets otherwise permitted hereby and thereby), including (x) such documents duly executed by each such Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSA, patent, trademark 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 filing with the United States Patent and Trademark Office, the United States 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 above Collateral Documents), (y) copies of UCC and PPSA 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) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, 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 any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and (D) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (viB) [Intentionally Omitted]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 (C) Combined Affiliate Promissory Notes, and instruments of transfer for such Combined Affiliate Promissory Notes executed in blank; (viiiv) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Debevoise & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel to the Canadian Loan Parties (and their respective local counsels), and addressing as to such matters as any Lender through reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent may reasonably requestand (B) ▇▇▇▇▇▇▇▇, including opinions ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel as to such matters as reasonably requested by the enforceability of the Loan DocumentsAdministrative Agent, compliance with all laws in form and regulations, the perfection of all Liens purported to be granted pursuant substance reasonably acceptable to the Collateral Documents and no conflicts with material agreementsAdministrative Agent; (ixv) 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 good standing of each such Loan Party; (i) (Avi) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) Document of each Loan Party, certified (if appropriate in such jurisdiction) as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and (Bor other appropriate official) of such Loan Party; (vii) a certificate of the Secretary or an Assistant Secretary (or other appropriate officer) of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of 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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to this clause (Avii); (viii) abovea certificate of the chief financial officer of the Borrower in the form of Exhibit T certifying as to the Solvency, after giving effect to the Transactions of the Borrower and its Subsidiaries on a combined basis; (ix) a certificate of a Responsible Officer of Borrower certifying that substantially concurrently with the consummation of the Transactions the conditions set forth in Section 3.1(d) have been satisfied or waived; and (x) a duly executed Notice of Borrowing and, with respect to any Letter of Credit, the Administrative Agent and the applicable Issuer shall have received a duly executed Letter of Credit Request.

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and Groupand, for the account of each Lender requesting the same, a Revolving Credit Note or Revolving Credit Notes of the Borrower conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (viii) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoBorrower 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 at the Closing DateClosing, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderDate); (B) all certificates, instruments and other documents share certificates representing all of certificated Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents share certificates executed in blank; (C) all instruments representing Pledged Debt Instruments Notes being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement duly endorsed in favor of the Collateral Administrative Agent or in blank; and (D) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (vi) [Intentionally Omitted]; (viiiv) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, ▇ LLP counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPin substantially the form of Exhibit G (Opinion of Counsel for the Loan Parties), (B) counsel to the Canadian Loan Parties (in Tennessee, in each case addressed to the Administrative Agent and their respective local counsels), the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions request and (C) counsel to the Administrative Agent as to the enforceability of the Credit Agreement and the other Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported Documents to be granted pursuant to executed on the Collateral Documents and no conflicts with material agreementsClosing Date; (ixv) a copy of each Related Document certified as being complete and correct by a Responsible Officer of the Borrower; (i) (Avi) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (Bvii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s '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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (vi) above; 52 (viii) a certificate of a Responsible Officer of Holdings, stating that each of Holdings, the Borrower and each Guarantor 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; (ix) a certificate of a Responsible Officer of Holdings to the effect that (A) abovethe condition set forth in 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; (x) evidence 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 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 Borrower and its Subsidiaries; and (xi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrowers and, for the account of each Lender requesting the same, a Note or Notes of each Borrower and Group(other than Terra UK) conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the A Guaranty, duly executed by each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement Guarantor and the U.S. Pledge and Security AgreementTerra Canada Junior Guaranty, duly executed by the Loan Parties intended Terra Canada; (iii) The Anglo American Guaranty, duly executed by Anglo American; (iv) Each Collateral Document, duly executed by each Borrower and each Guarantor expressed to be parties a party thereto, together with each of the followingwith: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, that the Collateral Agent (for the benefit of the Secured Parties) shall have has (subject only to Customary Permitted Liens) a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (xA) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including evidence satisfactory to the Administrative Agent that financing statements under the UCC and PPSA, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as the case may be, and other applicable documents under the laws of any jurisdiction have been appropriately filed with respect to the perfection of Liens created by the above Collateral Documents), (yB) copies of UCC and PPSA search reports and the equivalent in each other relevant jurisdiction 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, Collateral except for those that which shall be terminated on the Closing Date or are otherwise permitted hereunder, Date) and (zC) copies evidence of United States Patent termination and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property release of any Loan Party registered with any such office or for existing Liens which an application for registration has been submitted to any such office, which searches shall are not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderPermitted Liens; (B) all certificates, instruments and other documents share certificates representing all of certificated Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement Agreements and undated stock powers for such certificates, instruments and other documents share certificates executed in blank; (C) all instruments representing Pledged Notes (including the note evidencing the Terra UK Debt Instruments and TNLP Debt) and collateral therefor being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement Junior Collateral Documents duly endorsed in favor of the Collateral Agent or in blank; and (D) Control Account Letters (as defined in the Pledge and Security Agreement) from (A) all securities intermediaries with respect to all securities accounts and securities entitlements of each applicable Loan Party, and (B) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by each applicable Loan Party; (E) Evidence of the completion of all recordings and filings as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect and protect the Liens created by the Pledge and Security Agreement on certain intellectual property; (F) in respect of the Mortgages together: (x) in respect of mortgaged Real Property which is located in the United States, title insurance policies, current as-built surveys, zoning letters, certificates of occupancy, and in respect of all mortgaged Real Property documents of title and title reports in each case satisfactory in form and substance to the Administrative Agent, in its sole discretion; (y) evidence that counterparts of the Mortgages have been recorded (except as permitted, in respect of Real Property in England, under Section 7.11) in all places to the extent necessary or desirable, in the judgment of the Administrative Agent, to create a valid and enforceable first priority lien (subject only to Customary Permitted Liens) on property 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 (z) an opinion of counsel in each state or jurisdiction in which any Mortgage is recorded in form and substance and from counsel reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementAgent; (vi) [Intentionally Omitted]; (viiv) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP▇, counsel to each of the U.S. Loan Parties, in substantially the form of Exhibit G, (B) counsel to the Loan Parties in England and ▇▇Canada and in each other relevant jurisdiction in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel addressed to the Canadian Loan Parties (Administrative Agent and their respective local counsels), the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions request and (C) counsel to the Administrative Agent as to the enforceability of the Credit Agreement and the other Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported Documents to be granted pursuant executed on the Closing Date and (D) counsel to Anglo American in respect of Anglo American and the Collateral Documents and no conflicts with material agreementsAnglo American Guaranty; (ixvi) the Loan Purchase Agreement and the Intercreditor Agreement each duly executed by the parties thereto; (i) (Avii) a copy of the articles or certificate of incorporation (or equivalent Constituent Documentorganizational documents under its jurisdiction of incorporation) of each Loan PartyParty and Anglo American, certified as of a recent date by the applicable Governmental Authority Secretary of its State of the state or jurisdiction of organization and incorporation of such Loan Party or by another Person acceptable to the Administrative Agent, together with certificates of such official attesting to the good standing of each such Loan Party (Bother than Terra UK) in each state in which it conducts business; (viii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of such Loan Party and Anglo American 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 such Loan Party and Anglo American, (B) the by-laws (or equivalent Constituent Document) of such Loan Party and Anglo American as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s 's and Anglo American'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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party and Anglo American from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause the immediately preceding clause; (Aix) abovea certificate of the Chief Financial Officer of each Borrower, stating that such Borrower is Solvent after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 7.9 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 (i) the condition set forth in Section 3.2(b) has been satisfied, (ii) no litigation not listed on Schedule 4.7 shall have been commenced against any Loan Party or any of its Subsidiaries which is reasonably likely to be adversely determined and, if adversely determined, would have a Material Adverse Effect and (iii) no Pre-Closing Material Adverse Change has occurred; (xi) evidence satisfactory to the Administrative Agent and the Lenders 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 Terra Industries, the Borrowers and each of their Subsidiaries; and (xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Unless either (x) waived by (A) the Agents with respect to immaterial matters or (B) all of the Lenders in all other cases, or (y) deferred to a reasonable date after the Closing Date at the reasonable discretion of the Agents pursuant to a post-closing agreement entered into on or prior to the Closing Date, in form and substance reasonably satisfactory to the Agents and the Borrower, between the Borrower and the Agents, a copy of which will be furnished to each of the Lenders, the 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 Administrative AgentAgents, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each LenderAgents: (i) this Agreement, duly executed and delivered by the Borrower and Groupand, 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 U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (viii) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoBorrower and each Guarantor, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent Agents that, upon the filing and recording of instruments delivered on at the Closing Date, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral (subject to only those Permitted Liens having priority over the priority described in Section 4.20 of this Agreement and Liens granted to the Collateral DocumentsAdministrative Agent), including (x) such documents duly executed by each Loan Party as the Administrative Agent Agents may request with respect to the perfection of the Collateral Administrative Agent’s security interests in the Collateral pursuant to the terms of the Collateral Documents (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States U.S. Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property U.S. 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderevidence Permitted Liens; (B) all certificates, instruments and other documents share certificates representing all of the certificated Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement and undated stock powers or other appropriate instruments of transfer for the certificates evidencing such certificates, instruments and other documents Pledged Stock executed in blank; (C) all instruments representing Pledged Debt Instruments Notes being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement duly endorsed in favor of the Collateral Administrative Agent or executed in blank; and; (D) evidence reasonably satisfactory Deposit Account Control Agreements from all Deposit Account Banks to the Administrative Agent of payment or arrangements for payment extent required by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; Section 6.18 (vi) [Intentionally Omitted]; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Canadian Loan Parties (and their respective local counsels), and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority of its jurisdiction of organization and (B) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2) the resolutions of 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 such Loan Party is a party and (3) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (A) above;

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each LenderAgent: (i) this Agreement, duly executed and delivered by the Borrowers and, for the account of each Lender requesting the same, a Note or Notes of each Borrower and Groupconforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guarantyeach Guaranty set forth on Schedule 3.1(a)(ii) (Guarantees), duly executed and delivered by each U.S. Loan Party;Guarantor as set forth on Schedule 3.1(a)(ii) (Guarantees) opposite such Guaranty; and Table of Contents (iii) [Intentionally Omitted];each Pledge and Security Agreement set forth on Schedule 3.1 (iva) the Guaranty(iii) (Pledge and Security Agreements), duly executed and delivered by each Canadian Subsidiary Guarantor; Loan Party as set forth on Schedule 3.1(a)(iii) (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementAgreements) opposite such Pledge and Security Agreement and, duly executed by in the Loan Parties intended to be parties theretocase of Intercompany Pledge and Security Agreements, collaterally assigned in favor of the Administrative Agent, together with each of the following: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on at the Closing DateClosing, the Collateral Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each such Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC (and PPSAcomparable Requirements of Law in Material Jurisdictions)), patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property OfficeCopyright Office (and in comparable government offices in Material Jurisdictions), 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 above Collateral Documents), applicable Pledge and Security Agreement) and (y) copies of UCC and PPSA search reports (and comparable search reports in Material Jurisdictions) as of a recent date listing all effective financing statements that name any Material Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and pursuant to Section 8.2 (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderLiens)); (B) all certificates, instruments and other documents share certificates representing all of certificated Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents share certificates executed in blank; (C) all instruments representing Pledged Debt Instruments Notes, including all Intercompany Notes set forth on Schedule 8.3(e) (Existing Intercompany Loans) and the notes set forth on Schedule 8.3(f) (Existing Loans to non-Wholly Owned Subsidiaries), being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement duly endorsed in favor of the Collateral Administrative Agent or in blank; and; (D) all Intercompany Guarantees set forth on Schedule 3.1 (c) (Intercompany Guarantees) duly executed by the respective Intercompany Guarantor, and collaterally assigned in favor of the Administrative Agent; (E) all Intercompany Collateral Documents, duly executed and delivered by each respective Loan Party, and collaterally assigned in favor of the Administrative Agent; (iv) each Mortgage set forth on Schedule 3.1(a)(iv) duly executed and delivered by each Loan Party or Loan Party named as a party thereto and, in the case of the Intercompany Mortgages, collaterally assigned in favor of the Administrative Agent, in each case together with (x) title insurance policies (or, with respect to real estate located outside the United States, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any), current as-built surveys (or, with Table of Contents respect to real estate located outside the United States, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any), zoning letters and certificates of occupancy (or, with respect to real estate located outside the United States, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any), to the extent required by applicable law or deemed reasonably necessary by local counsel to the Lenders, appraisals, satisfactory in form and substance to the Agents, from an appraiser satisfactory to the Agents, in each case satisfactory in form and substance to the Agents, in their joint discretion, (y) to the extent applicable, evidence reasonably that the recording of counterparts of such Mortgages in the recording offices specified in such Mortgages will create a valid and enforceable first priority lien (subject only to Liens permitted by Section 8.2) (Liens) on property described therein in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law), and (z) an opinion of counsel in each place in which any Mortgage is to be recorded in form and substance and from counsel satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementAgent; (vi) [Intentionally Omitted]; (viiv) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden▇▇▇▇▇, ArpsDay, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, U.S. counsel to the U.S. Loan Parties, and in substantially the form of Exhibit G-1 (Form of U.S Opinion of Counsel for the Loan Parties), (B) ▇▇▇▇▇▇ & Calder, Cayman Islands counsel to the Loan Parties, in substantially the form of Exhibit G-2 (Form of Opinion of Cayman Counsel for the Loan Parties), (C) ▇▇▇▇▇ ▇▇▇▇▇▇ & Harcourt LLP, Canadian counsel to the Loan Parties, in substantially the form of Exhibit G-3 (Form of Opinion of Canadian Counsel for the Loan Parties), (D) Loyens & Loeff, Dutch counsel to the Loan Parties, in substantially the form of Exhibit G-4 (Form of Opinion of Dutch Counsel for the Loan Parties), (E) ▇▇▇ ▇▇▇, Day, ▇▇▇▇▇▇ LLP& ▇▇▇▇▇, Japanese counsel to the Canadian Loan Parties, in substantially the form of Exhibit G-5 (Form of Opinion of Japanese Counsel for the Loan Parties), (F) counsel to the Loan Parties (in each other Material Jurisdiction, in form and their respective local counsels)substance satisfactory to the Administrative Agent, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions request and (F) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported Documents to be granted pursuant to executed on the Collateral Documents and no conflicts with material agreementsClosing Date; (ixvi) a copy of each Related Document, the Housemark License Agreement and each Disclosure Document in each case on terms and conditions satisfactory to the Administrative Agent and certified as being complete and correct by a Responsible Officer of the Company; (i) (Avii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Material Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of State (or local equivalent, if applicable) of its jurisdiction of organization and of such Material Loan Party, together with certificates of such official attesting to the good standing (Bor local equivalent, if any) of each such Material Loan Party; (viii) a certificate of the Secretary or an Assistant Secretary of each Material Loan Party certifying (1A) the names and true signatures of each officer of such Material 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 such Material Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Table of Contents Material Loan Party Party, as in effect on the date of such certification, (2C) the resolutions of such Material 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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Material Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Avii) above; (ix) a certificate of a Responsible Officer of Holdings certifying that Holdings, together with its Subsidiaries, taken as a whole, are Solvent after giving effect to the Loans made, and Letters of Credit Issued, on the Closing Date, the Intercompany Loans, the Transactions, 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) a Responsible Officer of each Borrower certifying that (x) the condition set forth in Section 3.2(b) (

Certain Documents. The Administrative Agent shall have received on or prior to the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each LenderAgent: (i) this Agreement, duly executed and delivered by the Borrower and GroupBorrowers and, for the account of each Lender requesting the same, a Note or Notes of the Borrowers conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility GuarantyCollateral Sharing Agreement, duly executed and delivered by each U.S. Loan Partyamong the Agents; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Domestic Subsidiary Guarantor; (viv) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoU.S. Borrower, Parent, Holdings and each Domestic Subsidiary Guarantor, together with each of the followingfollowing to the extent not previously delivered to the Administrative Agent pursuant to the Existing Credit Agreement, with such amendments and restatements as may be necessary to reflect the amendment and restatement of the Existing Credit Agreement: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on or prior to the Closing Effective Date, the Collateral Administrative Agent (shall have a valid and perfected first priority security interest for the benefit of the Secured Parties) shall have a valid and perfected security interest Parties in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsDomestic Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Domestic Collateral (including financing statements under the UCC and PPSA, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Copyright Office, as the case may be, and other applicable documents under Credit Agreement HLI Operating Company, Inc. H▇▇▇▇ Lemmerz Finance LLC — Luxembourg S.C.A. the laws of any jurisdiction with respect to the perfection of Liens created by the above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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, Domestic Collateral except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Effective Date or are otherwise permitted hereunder; (B) all certificates, instruments and other documents share certificates representing all of the certificated Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents share certificates executed in blank; (C) all instruments representing Pledged Debt Instruments Notes being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement duly endorsed in favor of the Collateral Administrative Agent or in blank; (D) Deposit Account Control Agreements from Deposit Account Banks as required pursuant to the Pledge and Security Agreement in substantially the form delivered under the Existing Credit Agreement; and (DE) Control Account Agreements as required pursuant to the Pledge and Security Agreement from (1) securities intermediaries with respect to all securities accounts and securities entitlements of the U.S. Borrower and each such Guarantor and (2) futures commission agents and clearing houses with respect to commodities contracts and commodities accounts held by the U.S. Borrower and each Guarantor; (v) Except as set forth on Schedule 7.13(b), Mortgages for all of the real property of the Loan Parties (except as may be agreed to by the Administrative Agent), with such amendments and restatements as may be necessary to reflect the amendment and restatement of the Existing Credit Agreement, together with the following to the extent not previously delivered to the Administrative Agent under the Existing Credit Agreement, (A) title insurance policies (or marked-up unconditional binders for such insurance or other evidence acceptable to the Administrative Agent proving ownership thereof), satisfactory in form and substance to the Administrative Agent, in its sole discretion, (B) evidence that the recording of counterparts of such Mortgages in the recording offices specified in such Mortgages will create a valid and enforceable first priority lien on property described therein in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law) and (C) an opinion of counsel in each state or jurisdiction in which any such Mortgage is to be recorded in form and substance and from counsel satisfactory to the Administrative Agent; (vi) Except as set forth on Schedules 7.13(a) and (b), Foreign Security Agreements, duly executed by the Luxembourg Borrower, as applicable, and each Foreign Subsidiary Guarantor together with evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of payment instruments delivered on or arrangements prior to the Effective Date, the Administrative Agent shall have a valid and perfected first priority security interest for payment the benefit of the Secured Parties in the Foreign Collateral, including (x) such documents duly executed by the Borrower or the U.S. Borrower, each Foreign Loan Party as the case Administrative Agent may berequest with respect to the perfection of its security interests Credit Agreement HLI Operating Company, Inc. H▇▇▇▇ Lemmerz Finance LLC — Luxembourg S.C.A. in the Foreign Collateral (including applicable documents under the laws of all applicable recording taxes, fees, charges, costs and expenses required for any jurisdiction with respect to the recording perfection of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Foreign Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement; (vi) [Intentionally Omitted]Agreements); (vii) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇M▇▇▇▇▇▇ & ▇F▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPin substantially the form of Exhibit G (Form of Opinion of Counsel for the Loan Parties), counsel (B) counsels to the Canadian Loan Parties (and their respective local counselsset forth on Schedule 3.1(a)(vii), in each case, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions request and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported Documents to be granted pursuant to executed on the Collateral Documents and no conflicts with material agreementsEffective Date; (ix) (i) (Aviii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified dated as of a recent date by from the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of each Domestic Loan Party attesting to the good standing of each such Domestic Loan Party; (Bix) a certificate of the Secretary or an Assistant Secretary of each Domestic Loan Party certifying (1A) for each Domestic Loan Party that each officer of such Domestic Loan Party who has been authorized to execute and deliver the Existing Credit Agreement or, as the case may be, the Guaranty, is authorized to execute this Agreement and each other Domestic Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or or, in each case, equivalent Constituent Document) from the certificate of such Loan Party as incorporation or by-laws (or, in effect each case, equivalent Constituent Document) delivered pursuant to the Existing Credit Agreement on the date of such certification, Closing Date and (2C) that the resolutions of such Domestic Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Existing Credit Agreement on the Closing Date approving and authorizing the execution, delivery and performance of the Existing Credit Agreement or the other Domestic Loan Documents to which it is a party remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of this Agreement and the other Domestic Loan Documents to which such Loan Party is executed in accordance herewith; (x) certificates and corporate documents of the Luxembourg Borrower and each Foreign Subsidiary Guarantor as set forth on Schedule 3.1(a)(x) attached hereto; (xi) a party and (3) that there have been no changes in the articles or certificate of incorporation a Responsible Officer of each of the Borrowers, stating that the Loan Parties, taken as a whole, are Solvent, in each case, after giving effect to the Loans and Letters of Credit requested to be made on the Effective Date, the application of the proceeds thereof in accordance with Section 7.9 (or equivalent Constituent DocumentApplication of Proceeds) and the payment of such Loan Party from the articles or all estimated legal, accounting and other fees related hereto and thereto; (xii) a certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant a Responsible Officer to clause the effect that (A) above;the condition set forth in 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; Credit Agreement HLI Operating Company, Inc. H▇▇▇▇ Lemmerz Finance LLC — Luxembourg S.C.A. (xiii) evidence that the insurance policies required by Section 7.5 (Maintenance of Insurance) and any 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 material insurance policies to be maintained with respect to the properties of Holdings, the Parent, the U.S. Borrower and their respective Subsidiaries forming part of the Lenders’ Collateral; and (xiv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent shall have received on the Closing Restatement Date each of the following, each dated the Closing Restatement Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by each Obligor listed on the Borrower signature pages hereto, the Lenders and Groupthe Administrative Agent and, for the account of each Lender requesting the same, the Notes duly executed by the Borrower; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Terra Canada Junior Guaranty, duly executed by each Canadian Subsidiary Guarantor;the Borrower. (viii) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreementeach Collateral Document, duly executed by the Loan Parties intended each Obligor expressed to be parties theretoa party thereto (and, in respect of the Canadian Security Documents, amended to the extent necessary to ensure that each such Collateral Document extends to secure in full the Borrower's Obligations), together with each (but in respect of the following:Terra Canada Security Documents, only to the extent not previously delivered to the Collateral Agent or otherwise required by it to be updated): (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, that the Collateral Agent (for the benefit of the Secured Parties) shall have has (subject only to Customary Permitted Liens) a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (xA) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including evidence satisfactory to the Administrative Agent that financing statements under the UCC and the Personal Property Security Act (Ontario) (the "PPSA, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as the case may be, ") and other applicable documents under the laws of any jurisdiction have been appropriately filed with respect to the perfection of Liens created by the above Collateral Documents), ) and (yB) copies of UCC and search reports, PPSA search reports and the equivalent in each other relevant jurisdiction 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, Collateral except for those that which shall be terminated on the Closing Date or are otherwise permitted hereunder, Restatement Date) and (zC) copies evidence of United States Patent termination and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property release of any Loan Party registered with any such office or for existing Liens which an application for registration has been submitted to any such office, which searches shall are not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderPermitted Liens); (B) all certificates, instruments and other documents share certificates representing all certificated Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge Collateral Documents and Security Agreement and undated stock powers for such certificates, instruments and other documents share certificates executed in blank; (C) all instruments representing Pledged pledged notes (including the notes evidencing the Terra UK Debt Instruments and the TNLP Debt) and collateral therefor being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement Junior Collateral Documents duly endorsed in favor of the Collateral Agent or in blank; and (D) Control Account Letters (as defined in the Pledge and Security Agreement) from (A) all securities intermediaries with respect to all securities accounts and securities entitlements of each applicable Loan Party, and (B) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by each applicable Loan Party; (E) Evidence of the completion of all recordings and filings as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect and protect the Liens created by the Pledge and Security Agreement on certain intellectual property; (F) in respect of the Mortgages together: (x) (in respect of mortgaged Real Property which is located in the United States) title insurance policies, current as-built surveys, zoning letters, certificates of occupancy, (in respect of all mortgaged Real Property) documents of title and title reports in each case satisfactory in form and substance to the Administrative Agent, in its sole discretion; (y) evidence that counterparts of the Mortgages have been recorded (except as permitted, in respect of Real Property in England, under Section 7.11) in all places to the extent necessary or desirable, in the judgment of the Administrative Agent, to create a valid and enforceable first priority lien (subject only to Customary Permitted Liens) on property 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 (z) an opinion of counsel in each state or jurisdiction in which any Mortgage is recorded in form and substance and from counsel reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementAgent; (vi) [Intentionally Omitted]; (viiiv) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP▇, counsel to each of the U.S. Loan PartiesParties in substantially the form of Exhibit C, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, (B) counsel to the Canadian Loan Parties (in England and their respective local counsels)Canada and in each other relevant jurisdiction in the United States, addressed to the Administrative Agent and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions request and (C) counsel to the Administrative Agent as to the enforceability of the Credit Agreement and the other Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported Documents to be granted pursuant to executed on the Collateral Documents and no conflicts with material agreementsRestatement Date; (ixv) the Loan Purchase Agreement and the Intercreditor Agreement each duly executed by the parties thereto; (i) (Avi) a copy of the articles or certificate of incorporation (or equivalent Constituent Documentorganizational documents under its jurisdiction of incorporation) of each Loan Party, certified (other than for Terra UK) as of a recent date by the applicable Governmental Authority Secretary of its State of the state or jurisdiction of organization incorporation of such Loan Party or by another Person acceptable to the Administrative Agent, together with certificates of such official attesting to the good standing of each such Loan Party in each state in which it conducts business and (Bin respect of the Borrower) a certificate of status of the Ontario Ministry of Consumer and Commercial Relations to the effect that the Borrower is a corporation under the Business Corporations Act (Ontario) and has not been dissolved; (vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s '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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause the immediately preceding clause; (Aviii) abovea certificate of the Chief Financial Officer of the Borrower, stating that it is Solvent both before and after giving effect to the transactions contemplated by this Agreement (at the Restatement Date) and the other Loan Documents and the payment and accrual of all transaction costs in connection with the foregoing; (ix) a certificate of a Responsible Officer to the effect that (i) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct on and as of the Restatement Date and shall be true and correct in all material respects on the Restatement Date as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, (ii) no Default or Event of Default has occurred and is continuing and no Pre-Closing Material Adverse Change has occurred. (x) no litigation not listed on Schedule 4.7 shall have been commenced against any Loan Party or any of its Subsidiaries which is reasonably likely to be adversely determined and, if adversely determined, would have a Material Adverse Effect and (ii) no Pre-Closing Material Adverse Change has occurred; (xi) evidence satisfactory to the Administrative Agent and the Lenders 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 Terra Industries, the Obligors and each of their Subsidiaries; and (xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The 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 Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and Groupand, for the account of each Lender requesting the same, a Term Loan Note of the Borrower conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary GuarantorGuarantor set forth on Schedule 3.1(a)(ii) (Guarantors); (viii) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, the Canadian Collateral Documents, the Foreign Pledge Agreements and the Aircraft Collateral Documents, each duly executed by the Loan Parties intended to be parties theretoBorrower 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 at the Closing Dateclosing, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected second priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, 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 any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments (including all instruments evidencing the IRB Debt owing to the Borrower or any other Loan Party) being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or in blank; and; (D) evidence reasonably satisfactory 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 SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY (E) 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 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; (iv) the Intercreditor Agreement, duly executed and delivered by the Administrative Agent of payment or arrangements for payment by (as defined in the Borrower or the U.S. BorrowerFirst Lien Credit Agreement), as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement Agent and the U.S. Pledge and Security AgreementBorrower; (vi) [Intentionally Omitted]; (viiv) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Stone, P.L.C., counsel to the Loan Parties, in substantially the form of Exhibit E (Form of Opinion of Counsel for the Loan Parties), (B) counsel to the Loan Parties in Delaware, Wisconsin, Oklahoma, Michigan, Mississippi, Tennessee, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, in each case addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (C) (i) New York counsel to the Canadian Administrative Agent as to the enforceability of this Agreement and the other Loan Parties Documents to be executed on the Closing Date and (ii) counsel to the Administrative Agent in Brazil, Canada, France, India and their respective local counselsthe United States (in respect of opinions addressing the Aircraft Collateral Documents), in each case addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (Avi) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (Bvii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s '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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause (Avi) above; (viii) a certificate of a Responsible Officer of the Borrower and each Guarantor, stating that the Borrower and each Guarantor 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; SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY (ix) evidence 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, unless otherwise agreed by the Administrative Agent, endorsements naming the Collateral 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 Administrative Agent shall have received on the Amendment Closing Date each of the following, each dated the Amendment Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender the Collateral Agent and each of their respective counsel, in sufficient copies for each LenderLender and the Collateral Agent: (i) this Agreement, duly executed and delivered by Merisant Worldwide and Merisant Company and, for the Borrower and Groupaccount of each Lender requesting the same, a Note or Notes of Merisant Company conforming to the requirements set forth herein; (ii) the U.S. Loan Party Canadian Facility Guaranty, amended and restated as of the date hereof, duly executed by Merisant Worldwide and delivered by each U.S. Loan PartySubsidiary Guarantor; (iii) [Intentionally Omitted]; (iv) the GuarantySecurity Agreement, amended and restated as of the date hereof, duly executed by Merisant Worldwide, Merisant Company and each Canadian Subsidiary Guarantor; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties thereto, together with each of the followingwith: (A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, that the Collateral Agent (for the benefit of the Secured Parties) shall have has a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral DocumentsCollateral, including (x) such documents duly executed by each Loan Party as the Administrative Collateral Agent may reasonably request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including evidence satisfactory to the Collateral Agent that financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as the case may be, amendments to each thereto and other applicable documents under the laws of any jurisdiction have been appropriately filed with respect to the perfection of Liens created by the above Collateral Documents), Security Agreement) and (y) copies of UCC and PPSA 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, Collateral except for those that which shall be terminated on the Amendment Closing Date or are otherwise and those in respect of Liens permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderunder Section 6.3); (B) all certificates, instruments and other documents share certificates representing all of certificated Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and such Security Agreement and undated stock powers for such certificates, instruments and other documents share certificates executed in blank; (C) all instruments representing Pledged Debt Instruments Notes, including the SwissCo Intercompany Note, being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and such Security Agreement duly endorsed in favor of the Collateral Agent or in blank; (D) the SwissCo Original Intercompany Note, the SwissCo 2 Note Original Security Agreement and SwissCo 2 Note Security Agreement Amendment, each duly executed by Merisant Company (except in the case of the SwissCo Original Intercompany Note) and SwissCo and certified as being complete and correct by a Responsible Officer of Merisant Company; and (DE) all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (F) evidence reasonably satisfactory to the Administrative Agent of payment or arrangements for payment by the Borrower or the U.S. Borrower, as the case may be, Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary Documents; and (G) in respect to perfect the Liens created by each granting a Lien on 65% of the Canadian Security Agreementstock of Merisant Spain: (I) subject to Section 6.16, an amendment and restatement of the Deed of HypothecPledge, dated the Amendment Closing Date, duly executed by MFH in favor of the Collateral Agent; and (II) subject to Section 6.16, a certificate of Merisant Spain satisfactory to the Administrative Agent confirming registry of the lien in the company records as required by legal opinion; (iv) an amendment and restatement to the Original Mortgage together with: (A) title insurance policies, satisfactory in form and substance to the Administrative Agent and the Collateral Agent; (B) evidence that counterparts of the Original Mortgage, as amended, have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, to create a valid and enforceable first priority lien on property 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) an opinion of counsel in each state in which any Mortgage is recorded in form and substance and from counsel reasonably satisfactory to the Collateral Agent; (A) a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, in substantially the form of Exhibit F, and (B) a favorable opinion of counsel to the Loan Parties in the Republic of Spain as to the validity and enforceability of the pledge of shares of Merisant Spain by Merisant Company, in each case which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent, the Canadian Pledge Agreement Collateral Agent, the Lenders and the U.S. Pledge and Security AgreementIssuers; (vi) [Intentionally Omitted]a copy of each Senior Subordinated Debt Document, each Senior Subordinated Discount Debt Document and each Disclosure Document certified as being complete and correct by a Responsible Officer of Merisant Company; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Canadian Loan Parties (and their respective local counsels), and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Documentorganizational documents) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of organization and the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (Bviii) a certificate of the Secretary secretary or an Assistant Secretary assistant secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent DocumentDocuments) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s Board 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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause the immediately preceding clause; (ix) a certificate of (A) abovethe chief financial officer of Merisant Company, stating that Merisant Company and each Subsidiary Guarantor taken as a whole is Solvent, and (B) the chief financial officer of Merisant Worldwide, stating that Merisant Worldwide together with Merisant Company and each Subsidiary Guarantor taken as a whole is Solvent, in each case after giving effect to the Additional Tranche B Term Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 4.16 and the payment of all estimated legal, accounting and other fees related hereto and thereto; (x) a certificate of a Responsible Officer of Merisant Company to the effect that (A) the conditions set forth in Section 3.2(b) have been satisfied, (B) no litigation shall have been commenced against any Loan Party or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect or which restrains or imposes or can reasonably be expected to impose materially adverse conditions upon the Loans or the transactions contemplated thereby, (C) substantially concurrent with the funding of the Additional Tranche B Term Loans, the proceeds thereof have been received in Dollars by Merisant Company and have been applied to the repayment in full of the Prior Second Lien Credit Facility and related transaction costs, and (D) the attached Corporate Chart is true, correct and complete in all material respects as of the Amendment Closing Date; (xi) evidence satisfactory to the Administrative Agent that the insurance policies required by Section 5.5(b) 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 or loss payee under all insurance policies to be maintained with respect to the properties of Merisant Worldwide, Merisant Company and its Subsidiaries; and (xii) such other certificates, documents, agreements and information respecting any Loan Party as the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent Agents shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative AgentAgents, in form and substance reasonably satisfactory to the Administrative Agent Agents and each Lender and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrowers and, for the account of each Lender requesting the same, a Note or Notes of each Borrower and Group;conforming to the requirements set forth herein; 77 (ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party; (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (viii) each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security AgreementCollateral Documents, duly executed by the each Loan Parties intended to be parties Party that is a party thereto, together with each of the followingwith: (A) in respect of Loan Parties organized in the United States of America, evidence reasonably satisfactory to the Domestic Administrative Agent that, upon that the filing and recording of instruments delivered on the Closing Date, the Collateral Domestic Administrative Agent (for the benefit of the Secured Parties) shall have has a valid and perfected first priority security interest in the Collateral having the priority described in Section 4.20 of this Agreement and being granted pursuant to the Collateral Documents, including (x) such documents duly executed by each Loan Party as the Domestic Administrative Agent may request with respect to the perfection of the Collateral Agent’s its security interests in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property 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 above any Collateral Documents), Document) and (y) copies of UCC and PPSA 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, Collateral except for those that which shall be terminated on the Closing Date Date) or which are otherwise permitted hereunderby Section 8.2 (LIENS, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunderETC.); (B) in respect of Loan Parties organized outside of the United States of America, evidence satisfactory to the Foreign Administrative Agent that the Foreign Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral being granted pursuant to the Collateral Documents, including such documents duly executed by each Loan Party as the Foreign Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including all certificatesapplicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by any Collateral Document); (C) except as set forth in Section 7.20(c) (POST CLOSING COVENANTS) in respect of Real Property owned by the German Borrower, instruments in respect of Loan Parties organized other than in the United States of America, evidence customary in the applicable jurisdictions of organization that the Foreign Administrative Agent (for the benefit of the Secured Parties) has a valid and other perfected security interest in the Collateral being granted pursuant to the Collateral Documents, including such documents duly executed by each Loan Party as the Foreign Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including any applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by such Collateral Document; (D) where appropriate in a particular jurisdiction, (a)(x) share certificates representing all of certificated Pledged Stock being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge relevant Collateral Document and Security Agreement and undated (y) stock powers for such certificates, instruments and other documents share certificates on stock transfer forms executed in blankblank or (b) such other evidence as is customary in such jurisdiction; (CE) all instruments representing Pledged Debt Instruments Notes being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. Pledge and Security Agreement relevant Collateral Document duly endorsed in favor of the Collateral Agent Administrative Agents or in blank; (F) evidence that each of the Blocked Accounts and Foreign Collection Accounts set forth on Schedule 3.1(a) (BLOCKED ACCOUNTS AND BLOCKED ACCOUNT BANKS) have been opened and receipt of Blocked Account Letters from all Blocked Account Banks set forth on such Schedule 3.1(a); (G) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of any Loan Party, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by any Loan Party. (H) a copy of each consent required to be obtained by the Loan Parties in connection with the granting of security interests in the Collateral; and (DI) a copy of each notice required to be delivered pursuant to the Collateral Documents and evidence reasonably that they have been delivered to the addresses thereof; (iv) the Mortgages together with: (A) title insurance policies (or, with respect to Material Properties located outside the United States of America, the equivalent customary comfort for each of the foregoing provided to secured creditors pursuant to local practice, if any), in each case satisfactory in form and substance to the Administrative Agents, in their joint discretion; (B) except as set forth in Section 7.20(c) (POST CLOSING COVENANTS) in respect of Real Property owned by the German Borrower, evidence that counterparts of the Mortgages have been recorded in all places to the extent necessary or desirable, in the judgment of the Administrative Agents, to create a valid and enforceable first priority lien or charge on property described therein in favor of the Administrative Agents 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) an opinion of counsel in each place in which any Mortgage is recorded in form and substance and from counsel satisfactory to the Administrative Agent Agents; (v) a favorable opinion of payment or arrangements for payment by (A) Dechert, counsel to the Borrower or Loan Parties, in substantially the U.S. Borrowerform of Exhibit G (FORM OF OPINION OF US COUNSEL FOR THE LOAN PARTIES), (B) counsel to the Loan Parties in each of England, Scotland, Germany, Canada, Bermuda, The Netherlands, Hong Kong and Japan, in each case addressed to the Administrative Agents and the Lenders and Issuers and addressing such other matters as the case Administrative Agents may be, of all applicable recording taxes, fees, charges, costs reasonably request and expenses required for (C) counsel to the recording Administrative Agents as to the enforceability of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Credit Agreement and the U.S. Pledge and Security Agreementother Loan Documents to be executed on the Closing Date; (vi) [Intentionally Omitted]a copy of each Related Document that is being executed and delivered on or before the Closing Date (including the Registration Rights Agreement and the Transition Services Agreement, each in substantially the form approved by Administrative Agents) certified as being complete and correct by a Responsible Officer of the Company; (vii) a Borrowing Base Certificate dated on or about the Closing Date; (viii) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Canadian Loan Parties (and their respective local counsels), and addressing such matters as any Lender through the Administrative Agent may reasonably request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations, the perfection of all Liens purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) Documents of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State (or local equivalent, if any) of organization and the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing (Bor local equivalent, if any,) of each such Loan Party; (viii) a certificate of the Secretary or an Assistant Secretary (or local equivalent) of each Loan Party certifying (1A) the by-laws names and true signatures of each officer of 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 such Loan Party, (B) the bylaws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s 's Board of Directors (or equivalent governing body) and, in the case of the Hong Kong Borrower, the unanimous resolutions of its shareholders approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause the immediately preceding clause; (Aix) abovea certificate of the Chief Financial Officer of the Company, stating that the Company, together with its Subsidiaries, 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 (APPLICATIONS 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 Company certifying that (i) the conditions set forth in Section 3.2(b) (REPRESENTATIONS AND WARRANTIES; NO DEFAULTS) have been satisfied and (ii) no litigation shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (xi) a certificate of a Responsible Officer of the Company certifying that the Original Investors have subscribed in full in cash for an aggregate amount of not less than $60,000,000 by way of subscription for equity share capital issued by the Company and that such equity share capital is unconditionally owned by the Original Investors and registered in their names in the books of the Company. (xii) evidence satisfactory to the Administrative Agents that the insurance policies required by Section 7.5 (MAINTENANCE OF INSURANCE) and any Collateral Documents are in full force and effect, together with endorsements naming the Administrative Agents, on behalf of the Secured Parties, as additional insureds and/or loss payees under all insurance policies to be maintained with respect to the properties of the Company and its Subsidiaries; and (xiii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agents may reasonably request. 80

Certain Documents. The 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 Administrative Agent and the Syndication Agent, in form and substance reasonably satisfactory to each of the Administrative Agent and each Lender the Syndication Agent and each of their respective counsel, in sufficient copies for each Lender: (i) this Agreement, duly executed and delivered by the Borrower and Groupthe 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 U.S. Loan Party Canadian Facility GuarantyIntercreditor Agreement, duly executed and delivered by each U.S. Lender, the Tranche C Agent and each Loan Party;Party party thereto; CREDIT AGREEMENT PRESTIGE BRANDS, INC. (iii) [Intentionally Omitted]; (iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor; (iv) each Foreign Collateral Document, duly executed by the appropriate Loan Parties; (v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties theretoBorrower and each Guarantor, together with each of the following: (A) evidence reasonably satisfactory to each of the Administrative Agent and the Syndication Agent that, upon the filing and recording of instruments delivered on at the Closing DateClosing, the Collateral Agent shall be subject to the Requisite Priority Liens (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral Documentssubject to Liens permitted hereunder), including (x) such documents duly executed by each Loan Party as each of the Administrative Agent and the Tranche C Agent may request with respect to the perfection of the Collateral Agent’s security interests Requisite Priority Liens in the Collateral (including financing statements under the UCC and PPSAUCC, patent, trademark and copyright short-form security agreements relating to patents, trademarks and registered copyrights in the United States and Canada suitable for filing with the United States Patent and Trademark Office, the United States 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 above Collateral Documents), Pledge and Security Agreement) and (y) copies of UCC and PPSA 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) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registration has been submitted to any such office, which searches shall not indicate any Liens on any such intellectual property, 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 any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement and undated stock powers for such certificates, instruments and other documents executed in blank; (C) all instruments representing Pledged Debt Instruments being pledged pursuant to any of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement or the U.S. such Pledge and Security Agreement duly endorsed in favor of the Collateral Agent or blank, including, without limitation, intercompany notes in blank; and (D) evidence form and substance and from Loan Parties and their Subsidiaries reasonably satisfactory to the Administrative Agent and the Syndication Agent; (D) all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in the reasonable judgment of payment either the Administrative Agent or arrangements the Syndication Agent, shall be required for payment the Loan Parties to comply with SECTION 7.12 (CONTROL ACCOUNTS; APPROVED DEPOSIT ACCOUNTS); and (E) 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 Guarantor and (2) all "commodities intermediaries" (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower or the U.S. Borrowerand each Guarantor; CREDIT AGREEMENT PRESTIGE BRANDS, as the case may be, of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents necessary to perfect the Liens created by each of the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement;INC. (vi) [Intentionally Omitted]any Landlord Waiver and Bailee's Letter, duly executed by all parties thereto (other than the Agents and the Lenders), that may be requested by either the Administrative Agent or the Syndication Agent, each in their reasonable discretion, prior to the Closing Date; (vii) a Borrowing Base Certificate dated on or about the Closing Date; favorable opinion of (viiiA) favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel to the U.S. Loan Parties, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Canadian Loan Parties, in substantially the form of EXHIBIT G (FORM OF OPINION OF COUNSEL FOR THE LOAN PARTIES) (which shall cover New York, Delaware and California), (B) counsel to the Loan Parties (in Virginia, in each case addressed to the Collateral Agents and their respective local counsels), the Lenders and addressing such other matters as any Lender through the Administrative Agent or the Syndication Agent may reasonably request, including opinions request and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents, compliance with all laws and regulationsDocuments to be executed on the Closing Date; (viii) a copy of each Closing Date Related Document (including a certificate from each party to the Closing Date Acquisition Agreement for the benefit of the Administrative Agent, the perfection Syndication Agent, each of all Liens purported to be granted pursuant their respective counsels and the Lenders and Issuers that, subject only to the Collateral Documents funding of the initial Loan hereunder, such party is prepared to consummate the Transactions) and no conflicts with material agreementseach existing Disclosure Document, in each case certified as being complete and correct by a Responsible Officer of the Parent; (ix) (i) (A) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party, certified as of a recent date by the applicable Governmental Authority Secretary of its jurisdiction State of the state of organization and of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (Bx) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (1A) the names and true signatures of each officer of 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 such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (2C) the resolutions of such Loan Party’s '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 such Loan Party it is a party and (3D) that there have been no changes in the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the articles or certificate of incorporation (or equivalent Constituent Document) of such Loan Party delivered pursuant to clause CLAUSE (ix) above; (xi) at the option of the Parent, either (A) abovea 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 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 (APPLICATION OF PROCEEDS) and the payment of all estimated legal, accounting and other fees related hereto and thereto; 77 CREDIT AGREEMENT PRESTIGE BRANDS, INC. (xii) a certificate of a Responsible Officer of the Parent to the effect that (A) the condition set forth in 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 would have a Material Adverse Effect;