Common use of Amendment Term Loan Clause in Contracts

Amendment Term Loan. The obligation of each First Amendment Term Lender to make a First Amendment Term Loan hereunder on the First Amendment Closing Date during the Certain Funds Period is subject only to the satisfaction (or waiver by each First Amendment Term Lender) of the following conditions precedent in form and substance satisfactory to the Incremental Arranger (the “Conditions” and the date on which such conditions have been satisfied (or waived by each First Amendment Term Lender) and the First Amendment Term Loans have been funded to the Borrower, the “First Amendment Closing Date”), such satisfaction to be conditioned on, with respect to each condition precedent satisfied by delivery of a document, that document having been agreed in form by the Incremental Arranger prior to the date of this Amendment: The Incremental Arranger shall have received counterparts of each of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals to the extent requested by the Incremental Arranger), each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the First Amendment Closing Date: a Committed Loan Notice with respect to the First Amendment Term Loans; such customary documents and certifications (including Organization Documents and, if applicable, good standing certificates and, if customary, board and/or shareholder resolutions or equivalent) as the Incremental Arranger may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties and the Offeror acting as such in connection with this Agreement and the other Loan Documents and (B) that Holdings, Intermediate Holdings, the Borrower, each Guarantor and the Offeror is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; an opinion of ▇▇▇▇▇▇▇ Procter LLP, special New York counsel to Holdings, the Borrower, the Subsidiary Guarantors and, with respect to enforceability, the Offeror, addressed to each First Amendment Term Lender, in form and substance substantially consistent with the form agreed by the Incremental Arranger;