Post-Closing Covenant. Within ninety (90) days of the date hereof, Agent shall have received: # an opinion of counsel from counsel to Fraser Yachts, # a ratification agreement executed by Fraser Yachts, and # a certificate certifying as to the items set forth in Section 7(d)(A) – (D), above, in each case in form and substance acceptable to Agent. Breach of this covenant shall constitute a Default as defined under the IFA.

Post-Closing Covenant. As promptly as practicable, and in any event within thirty (30) days after the date of this Amendment (or such later date as the Administrative Agent may permit), the Loan Parties shall have delivered to the Administrative Agent (or its counsel) legal opinions of such local counsel to the Loan Parties as are deemed reasonably by the Administrative Agent (after consultation with the Borrower), in each case, with respect to such Incremental Commitment and consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law or change in fact. For the avoidance of doubt, any failure to comply with the foregoing requirement shall constitute an immediate Event of Default.

Within sixty (60) days of the Closing Date (or such longer period as permitted by Agent in its reasonable discretion), Borrower shall deliver the fully-executed Account Control Agreements, in form and substance reasonably satisfactory to Agent, as requested by Agent, in relation to each of the Deposit Accounts (other than any Exempt Accounts) set forth on [Schedule 7.14] hereto.

Post-Closing Covenant. The Borrower shall deliver to the Administrative Agent and the Agent Advisor each item of information set forth in the due diligence request list delivered by the Administrative Agent and/or the Agent Advisor to the Borrower and/or the Borrower Advisor on or prior to the date hereof, in each case not later than the deadline for delivery of such item set forth therein (or such later time as is approved in writing by the Administrative Agent in its sole discretion). Any failure to comply in a timely manner with the terms and provisions of this Section 4 shall automatically constitute an immediate Termination Event without further act, action, or notice of any kind by or from the Administrative Agent.

Post-Closing Covenant. The Borrower shall, within, five (5) Business Days of the Closing Date, either # provide to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying to the Administrative Agent that the Guarantees of the Borrower’s Subsidiaries pursuant to # the Note Purchase Agreement dated October 5, 2010 providing for the issuance of the Borrower’s 4.97% Series A Senior Notes due October 5, 2020 (as amended to date), # the Note Purchase Agreement dated June 14, 2012 providing for the issuance of the Borrower’s 4.27% Series B Senior Notes due October 5, 2020 (as amended to date), # the Reimbursement Agreement dated as of March 16, 2015 between the Borrower and The Bank of Nova Scotia (as amended to date) and # the Indenture and the First Supplemental Indenture, each dated as of January 19, 2018, in respect of the Borrower’s 3.95% Senior Notes due 2028 (the Guarantees described in items 1-4, the “Existing Subsidiary Guarantees”) are, as of the date of such certificate, released in accordance with the terms of the Existing Subsidiary Guarantees (and the delivery of such certificate is deemed to be a representation and warranty by the Borrower under this Agreement of the statements made therein) or # cause each such Subsidiary that is a guarantor under the Existing Subsidiary Guarantees to become a Guarantor by # executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, # delivering to the Administrative Agent documents of the types referred to in [clauses (iii) and (iv) of Section 4.01(a)] and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(1)), all in form, content and scope reasonably satisfactory to the Administrative Agent, and # delivering to the Administrative Agent, to the extent not already provided to the Administrative Agent, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, all as the Administrative Agent may reasonably request.

Post-Closing Covenant. Satisfy the following requirement: for a period of ninety (90) days after the Closing Date (or such longer period as determined by Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to Agent a duly executed copy of a collateral access agreement in form and substance satisfactory to Agent for Borrower’s colocation facility at 17836 Gillette, Irvine, CA 92614.

Post-Closing Covenant. Within thirty days of the Closing Date (or such later date as the applicable Lender may agree), the applicable Borrower shall cause to be delivered to any Lender who requested promissory notes prior to the Closing Date such promissory notes in accordance with [Section 2.12(D)].

Post-Closing Covenant. On or before the thirtieth (30th) day after the date hereof (or such later date as Lender may agree to in writing (which, for this purpose only, may take the form of an email from Lender to Borrower) in its discretion), Borrowers shall deliver (or cause to be delivered) to Lender an original counterpart of this Amendment duly executed by Borrowers and an original Secretary's Certificate of Board of Directors Resolutions for Borrowers.

Post-Closing Covenant. Notwithstanding anything to the contrary in the Credit Agreement, the Loan Parties, the Agent and the Required Supermajority Lenders hereby acknowledge and agree as follows:

Post-Closing Covenant. Cause to be delivered to the Bank on or before the earlier of October 4, 2019 and the date that the Borrower requests the first draw under the Line of Credit, the following in a form reasonably acceptable to the Bank: # a legal opinion with respect to the Borrower and Guarantor and the transactions evidenced by the Loan Documents and Guaranty Documents, and # a certificate of the secretary of each of the Borrower and Guarantor, certifying to their respective organizational documents, incumbency of officers, and authorizing resolutions.