Common use of Certain Documents Clause in Contracts

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement executed by all of the Lenders, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8, 2013 in connection with the Amendment No. 2, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement executed by all of the Lenderseach Lender, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement (after giving effect to the waiver in Section 5 of this Agreement) and this Section 3 are satisfied;; and (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 816, 2013 2018 in connection with the Amendment No. 2Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Closing Date each of the following, each dated the Amendment Effective Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement executed by all of the Lenders, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8, 2013 in connection with the Amendment No. 2, in form and substance reasonably satisfactory to the Administrative Agent and each Lender: (i) this Agreement duly executed by Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes conforming to the requirements set forth in Section 2.14(e); (ii) the Guaranty and Security Agreement, duly executed by each Loan Party (which for purposes of this Section 3.1(a) shall not include the Target or any of its Subsidiaries if the Closing Date is not also the Merger Funding Date), together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent; and, (B) except to the extent otherwise expressly provided under Section 7.15, all documents representing all Securities, chattel paper and instruments being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank, and (C) except to the extent otherwise expressly provided under Section 7.15, all Control Agreements that, in the reasonable 45 judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by the parties thereto; (iii) the Intercreditor Agreement duly executed by the Administrative Agent, First Lien Administrative Agent, Holdings, the Borrower and the other Loan Parties; (iv) duly executed favorable opinions of counsel to the Loan Parties in New York and in each other jurisdiction in which a Loan Party (other than the Inactive Subsidiaries) is organized, satisfactory to the Administrative Agent, each addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request; (v) a copy of each Constituent Document of each Loan Party (other than the Inactive Subsidiaries) that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction; (vi) a certificate of the secretary, assistant secretary or other officer of each Loan Party (other than the Inactive Subsidiaries) in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document and who will execute any such Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party's board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; (vii) a copy certificate of a Responsible Officer of Holdings to the effect that each condition set forth in Section 3.1(c) (to such Responsible Officer's knowledge), Section 3.1(d) and Section 3.2(b) has been satisfied; (viii) a certificate of a Responsible Officer of Holdings to the effect that Holdings and its Subsidiaries taken as a group on a consolidated basis are Solvent after giving effect to the borrowing of the plan and forecast (including a projected consolidated balance sheetLoans, income statement and funds flow statement) the consummation of the Borrower for Related Transactions, the current fiscal year, pursuant to Section 7.1(iii) application of the Credit Agreementproceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (ix) insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (x) copies of the financial statements, projections and Pro Forma Financial Statements referred to in Section 4.4; and (xi) such other documents and information as any Lender through the Administrative Agent may reasonably request.

Certain Documents. The Administrative Agent shall have received on or prior to the Second Amendment and Restatement Effective Date each of the following, each dated the Second Amendment and Restatement Effective Date (or such other date as may be indicated below) unless otherwise indicated or agreed to by the Administrative Agent and each Agent, in form and substance satisfactory to the Administrative AgentAgent and each Lender: (i) this Agreement This Agreement, duly executed and delivered by all the Borrower and each of the Lenders, the Loan Parties other parties intended to be signatory hereto and the Administrative Agent;thereto. (ii) certified copies of resolutions The Amended and Restated Security Agreement, duly executed by the relevant grantors thereunder. (iii) a certificate of the board President, Chief Executive Officer or Chief Financial Officer of directors the Borrower certifying that as of the Second Amendment and Restatement Effective Date: (A) the representations and warranties of the Loan Parties set forth in any Loan Document shall be true and correct on and as of such date, (B) no Default has occurred and is continuing, (C) since March 31, 2014, there has been no Material Adverse Effect, (D) the Convertible Notes have been issued and the proceeds thereof have been, or contemporaneously with the Second Amendment and Restatement Effective Date, will be applied to repay the Initial Term Loans in full, and (E) the net cash proceeds of the Convertible Notes, after giving effect to the repayment in full of the Initial Term Loans, are equal to at least $7,000,000. (iv) To the extent requested by the Lenders, duly executed opinions of counsel to the Loan Parties, each addressed to the Joint Lead Arrangers, the Collateral Agent, the Administrative Agent, the Issuing Banks and the Lenders and addressing such matters as the Administrative Agent or Lenders may request, substantially in the form of the opinions rendered on the Initial Closing Date. (v) To the extent requested by the Lenders, a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction and certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in its jurisdiction of organization and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates; provided that such related tax certificates may be provided within thirty (30) days following the Second Amendment and Restatement Effective Date). (vi) To the extent requested by the Lenders, a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Agreement and the other documents each Loan Document to be executed in connection herewith;which such Loan Party is a party. (iiivii) A certificate from the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Chief Financial Officer of the Borrower demonstrating, as of the Second Amendment and Restatement Effective Date, that the Borrower’s Minimum Liquidity, after giving effect to the effect that receipt of the net cash proceeds of the Convertible Notes, is $5,000,000 or greater. Such certificate shall be addressed to the Administrative Agent and accompanied by a Budget for each of the conditions set forth in Sections 2.17 fiscal years ended March 31, 2016 (the “2016 Budget”) and 2.18 of March 31, 2017 (the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8, 2013 in connection with the Amendment No. 2, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement“2017 Budget”).

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement Amendment executed by all of the Lenderseach Lender, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement Amendment and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement (after giving effect to the waiver in Section 6 of this Amendment) and this Section 3 are satisfied;; and (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8April 16, 2013 2021 in connection with the Amendment No. 2, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement Amendment executed by all of each Lender with a Series A Revolving Credit Commitment (including the LendersIncreasing Lender), the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement Amendment and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming attaching the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement (or, at the option of the Borrower, confirming that there are no changes to such certificates since the last date on which copies of such certificates and attachments were delivered on to the Closing Date Administrative Agent and that such certificates and attachments remain true and correct as if made and delivered on the Amendment Effective Date); (v) a certificate (1) signed by the chief financial officer, controller controller, treasurer or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement (after giving effect to the waiver in Section 6 of this Amendment) and this Section 3 are satisfied;; and (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8October 28, 2013 2022 in connection with the Amendment No. 211, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement Amendment executed by all each Lender under the Series A Revolving Credit Facility as of the LendersAmendment Effective Date, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement Amendment and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming attaching the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement (or, at the option of the Borrower, confirming that there are no changes to such certificates since the last date on which copies of such certificates and attachments were delivered on to the Closing Date Administrative Agent and that such certificates and attachments remain true and correct as if made and delivered on the Amendment Effective Date); (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement (after giving effect to the waiver in Section 6 of this Amendment) and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8October 28, 2013 2022 in connection with the Amendment No. 23, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) if requested by any Additional Lender, a copy Note payable to the order of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreementsuch Additional Lender.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement executed by all of the Required Lenders, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8November 1, 2013 2012 in connection with the Amendment No. 2First Amendment, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement Amendment executed by all of the Lenderseach Lender (including each Additional Lender), the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement Amendment and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8October 2, 2013 2019 in connection with the Amendment No. 29, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) if requested by any Additional Lender, a copy Note payable to the order of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreementsuch Additional Lender.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement Amendment executed by all of the Lenderseach Lender with an Amendment No. 13 Revolving Credit Commitment (including each Increasing Lender), the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement Amendment and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming attaching the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement (or, at the option of the Borrower, confirming that there are no changes to such certificates since the last date on which copies of such certificates and attachments were delivered on to the Closing Date Administrative Agent and that such certificates and attachments remain true and correct as if made and delivered on the Amendment Effective Date); (v) a certificate (1) signed by the chief financial officer, controller controller, treasurer or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement (after giving effect to the waiver in Section 6 of this Amendment) and this Section 3 are satisfied;; and (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8December 18, 2013 2024 in connection with the Amendment No. 212, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent Borrower and Holdings shall have received on or prior furnished to the Amendment Effective Date each of the followingAgent, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory acceptable to the Administrative AgentAgent in its sole discretion: (i) this Agreement executed by all Either (x) a certificate of an officer of each of Borrower and Holdings certifying that the articles or certificate of incorporation of such Person have not been amended, restated or otherwise modified since the Eighth Amendment Effective Date or (y) copies of the Lenders, the Loan Parties and the Administrative Agent; (ii) certified copies articles or certificate of resolutions of the board of directors incorporation of each Loan Party approving of Borrower and Holdings, together with all amendments, each certified by the execution, delivery and performance appropriate governmental officer in such Person’s jurisdiction of this Agreement and incorporation to the other extent such documents to be executed in connection herewith; (iii) have been amended since the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Eighth Amendment Effective Date; (vii) For each of Borrower and Holdings, its Board of Directors’ resolutions and/or resolutions or actions of any other body authorizing the execution of this Ninth Amendment and any other Loan Documents to which such Person is a party and either (x) a certificate (1) signed by the chief financial officer, controller or chief accounting of an officer of each of Borrower and Holdings certifying that its by-laws or other governing documents have not been amended, restated or otherwise modified since the Borrower, stating that on Eighth Amendment Effective Date or (y) copies of its by-laws or other governing documents to the date of extent such documents have been amended since the Extension Request and the Eighth Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8, 2013 in connection with the Amendment No. 2, in form and substance reasonably satisfactory to the Administrative Agent; and (viiiii) Certificates of good standing, existence or its equivalent with respect to each of Borrower and Holdings certified as of a copy recent date by the appropriate Governmental Authorities of the plan state of incorporation or organization and forecast (including each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit AgreementMaterial Adverse Effect.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement executed by all of the Lenderseach Lender (including each Additional Lender), the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 822, 2013 2014 in connection with the Amendment No. 23, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement Amendment executed by all of the Lenderseach Lender, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement Amendment and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement (after giving effect to the waiver in Section 6 of this Amendment) and this Section 3 are satisfied;; and (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8April 20, 2013 2021 in connection with the Amendment No. 210, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement executed by all of the Required Lenders, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8, 2013 in connection with the Amendment No. 2, in form and substance reasonably satisfactory to the Administrative Agent; and (viivi) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (ia) this Agreement Amendment, duly executed by all each of the LendersBorrower, the Loan Parties Holdings and the Administrative Agent; provided, however, if any Term B Lender is a Non-Consenting Lender then this Amendment shall be duly executed by the New Term B Lender with a New Term B Lender’s Purchase Amount equal to the aggregate amount of the Existing Term B Loans of all such Non-Consenting Lenders; (iib) certified copies Lender Consents duly executed by the Required Lenders; (c) an Acknowledgement and Confirmation, substantially in the form of Exhibit B hereto, duly executed by each Loan Party; (d) a certificate executed by a Responsible Officer of the Borrower, dated as of the Eighth Amendment Effective Date, certifying compliance with the requirements of Section 2.3 have been satisfied; (e) a certificate from the Treasurer of the Borrower, dated as of the Eighth Amendment Effective Date, certifying that Holdings and its Restricted Subsidiaries, on a consolidated basis, both before and after giving effect to any extension of Term B Loans on the Eighth Amendment Effective Date and the application of the proceeds thereof, are Solvent; (f) (A) except as shall be provided pursuant to Section 4.3, a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of Responsible Officers of each Loan Party dated the Eighth Amendment Effective Date and certifying (w) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Eighth Amendment Effective Date, (x) that attached thereto is a true and complete copy of resolutions of duly adopted by the board of directors (or equivalent governing body) of each such Loan Party approving authorizing the execution, delivery and performance of this Agreement Amendment and the other documents Loan Documents to be executed which such Person is a party and, in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer case of the Borrower, stating the incurrence of the Term B Loans contemplated hereunder, and that on such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the later of (1) the date of the Extension Request certificate of good standing or (2) the date of the last amendment thereto shown on the certified copy of the certificate or articles of incorporation or organization, in ease case, furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing this Amendment and any other Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) above; (g) executed legal opinion of ▇▇▇▇▇▇▇ Coie LLP, special counsel to Holdings and the Borrower, dated the Eighth Amendment Effective Date, no Default or Unmatured Default has occurred in form and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) substance reasonably acceptable to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfiedAdministrative Agent; (vih) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8, 2013 in connection with the Amendment No. 2, insurance certificates in form and substance reasonably satisfactory to the Administrative AgentAgent demonstrating that the insurance policies required by Section 6.07 of the Credit Agreement are in full force and effect and have all endorsements required by Section 6.07 of the Credit Agreement; and (viii) a copy the results of recent UCC Lien searches with respect to each of the plan Loan Parties to the extent reasonably required by the Administrative Agent, and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) such results shall reveal no Liens on any of the Borrower assets of the Loan Parties except for the current fiscal year, pursuant to Liens permitted under Section 7.1(iii) 7.01 of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement Amendment executed by all of the Lenderseach Lender, the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement Amendment and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i5.1(ii), (iiiii) and (iiiiv) of the Credit Agreement; (iv) the articles or certificate of incorporation, partnership agreement or limited liability company operating agreement and certificate of good standing of each other Loan Party described in Section 5.1(v) of the Credit Agreement; (v) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v5.1(vi) and (vivii) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (vvi) a certificate (1) signed by the chief financial officer, treasurer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement (after giving effect to the waiver in Section 5 of this Amendment) and this Section 3 are satisfied;; and (vivii) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8October 10, 2013 2023 in connection with the Amendment No. 21, in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement executed by all of the Lenderseach Lender (including each Additional Lender), the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8September 25, 2013 2018 in connection with the Amendment No. 27, in form and substance reasonably satisfactory to the Administrative Agent; and; (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement; and (viii) if requested by any Additional Lender, a Note payable to the order of such Additional Lender.

Certain Documents. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (i) this Agreement executed by all of each Lender (including the LendersAdditional Commitment Lender), the Loan Parties and the Administrative Agent; (ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith; (iii) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement; (iv) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date; (v) a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Sections Section 2.17 and 2.18 of the Credit Agreement and this Section 3 are satisfied; (vi) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on August 8September 25, 2013 2017 in connection with the Amendment No. 26, in form and substance reasonably satisfactory to the Administrative Agent; and; (vii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement; and (viii) if requested by the Additional Commitment Lender, a Note payable to the order of the Additional Commitment Lender.