CompUSA 2011 Annual Report Download - page 104

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(b) As soon as practicable but in any event not later than January 31, 2012 (or such later date as the US Administrative Agent shall
agree to in its sole discretion), US Borrowers shall deliver to US Administrative Agent an original stock certificate, together with a stock power
executed in blank with respect to the Equity Interests of SYX Services Private Ltd. which are pledged to the US Administrative Agent pursuant to the
Security Agreement.
(c) US Borrowers shall deliver to US Administrative Agent each original stock certificate or membership certificate (if any) issued in
accordance with the Reorganization representing (x) the Equity Interests of each Subsidiary of each Loan Party organized under the laws of a state of
the United States and (y) the Equity Interests of each Subsidiary of each Loan Party organized under the laws of Puerto Rico or a province of Canada
which are pledged to US Administrative Agent pursuant to the Security Agreement, together with the corresponding original stock or membership
power executed in blank by not later than the earlier of (x) five (5) days following the issuance of such stock or membership certificate and (y) March
31, 2012, or such later date as the US Administrative Agent shall agree to in its sole discretion.
(d) By not later than the earlier of (x) ten (10) Business Days following the making of the notation described below and (y) June 30,
2012 (or such later date as the US Administrative Agent shall agree to in its sole discretion), SYX shall deliver to US Administrative Agent a copy of
the portion of the register of Systemax Europe Sarl noting US Administrative Agent’
s security interest in the Equity Interests of Systemax Europe Sarl
which are pledged to US Administrative Agent pursuant to the Security Agreement.
(e) Promptly following completion of the Reorganization, Loan Parties shall deliver to US Administrative Agent a new Exhibit G to
the Security Agreement, which shall be in the form of Exhibit G-
2 attached hereto but with the certificate numbers completed. Such new Exhibit G
shall become Exhibit G to the Security Agreement.
(f) As soon as practicable but in any event not later than March 31, 2012, Loan Parties shall deliver to US Administrative Agent
originals of all promissory notes (and amendments thereto) listed on Exhibit G-
1 attached hereto, to the extent not previously delivered to US
Administrative Agent.
7. Representations and Warranties
. To induce Administrative Agents and Lenders to enter into this Amendment, each Loan Party
hereto hereby warrants, represents and covenants to Administrative Agents and Lenders that: (a) each representation and warranty of the Loan Parties
set forth in the Credit Agreement is hereby restated and reaffirmed as true and correct on and as of the date hereof after giving effect to this
Amendment except for those representations and warranties which relate to a specific date, which are true and correct as of such date, and no Default
or Event of Default has occurred and is continuing under the Credit Agreement after giving effect to this Amendment and (b) each Loan Party has the
power and is duly authorized to enter into, deliver and perform this Amendment, and this Amendment is the legal, valid and binding obligation of each
Loan Party enforceable against it in accordance with its terms.
9