Certificate on Holding Company Notes Indenture. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying that the obligations of the Credit Parties with respect to the Loans and Letters of Credit and with respect to the Term B2 Loans are, in each case, permitted to be incurred and secured by the assets of the Credit Parties as "Permitted Indebtedness" under the Holding Company Notes Indenture.
Certificate on Holding Company Notes Indenture. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying that the obligations of the Credit Parties with respect to the Loans and Letters of Credit are permitted to be incurred and secured by the assets of the Credit Parties as "Permitted Indebtedness" under the Holding Company Notes Indenture, and that the obligations of the Credit Parties with respect to the Term B2 Loans are permitted to be incurred and secured by the assets of the Credit Parties as "Refinancing Indebtedness" under the Holding Company Notes Indenture and demonstrating in reasonable detail the basis for such certification.
Certificate on Holding Company Notes Indenture. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying that the Obligations of the Credit Parties with respect to the Revolving Credit Loans, Term B 1 Loans and Letters of Credit, in each case, pursuant to the Credit Agreement, are permitted to be incurred and secured by the assets of the Credit Parties as "Permitted Indebtedness" under the Holding Company Notes Indenture, and that the obligations of the Credit Parties with respect to the Term B2 Loans are permitted to be incurred and secured by the assets of the Credit Parties as "Refinancing Indebtedness" under the Holding Company Notes Indenture and demonstrating in reasonable detail the basis for such certification.
Certificate on Holding Company Notes Indenture. The Administrative Agent shall have received a certificate, dated the Redemption Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying that the Term A Loans and Term B Loans funding the Redemption are permitted to be incurred and secured by the assets of the Credit Parties as "Refinancing Indebtedness" under the Holding Company Notes Indenture and demonstrating in reasonable detail the basis for such certification. The Administrative Agent shall notify the Borrower and the Lenders of the Redemption Date not later than three Business Days prior to such date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make the Term A Loans and Term B Loans, hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.2) at or prior to 12:00 p.m., Boston, Massachusetts time, on January 31, 1999 (and, in the event such conditions are not so satisfied or waived, the Term Loan Commitments shall terminate at such time).
