Common use of Second Amendment Effective Date Certificate Clause in Contracts

Second Amendment Effective Date Certificate. The Agent shall have received a certificate, dated as of the Second Amendment Effective Date (after giving effect to this Amendment and the amendments contained herein) and duly executed and delivered by an Authorized Officer of the Borrower (the “Second Amendment Effective Date Certificate”), which certificate shall be in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders acting reasonably) (the form and substance of the certificate previously delivered to the Agent shall be deemed to be satisfactory to the Agent and the Majority Lenders) and shall, among other things, represent and warrant that the statements made therein are true and correct in all material respects (without giving effect to any double materiality) as of such date (or such earlier date specified therein), and, at the time such certificate is delivered, such statements shall in fact be so true and correct in all material respects (without giving effect to any double materiality). The statements in such certificate shall be limited to (i) (x) the representations and warranties set forth herein and in each Loan Document shall, in each case, be true and correct in all material respects as of the Second Amendment Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case, after giving effect to this Amendment and the amendments contained herein; provided that any representations and warranties that are by their terms qualified by materiality, Material Adverse Effect or similar qualification shall be true and correct in all respects, and (y) after giving effect to this Amendment and the amendments contained herein no Default or Event of Default under and as defined in the Credit Agreement shall have occurred and then be continuing, (ii) all of the conditions set forth in this Article IV have been satisfied or waived and (iii) no Material Adverse Effect shall have occurred since December 31, 2022.

Second Amendment Effective Date Certificate. The Receipt by the Administrative Agent shall have received of a certificate, dated as of the Second Amendment Effective Date (after giving effect to this Amendment and the amendments contained herein) and duly executed and delivered signed by an Authorized a Responsible Officer of the Borrower (the “Second Amendment Effective Date Certificate”)Borrower, which certificate shall be in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders acting reasonably) (the form and substance of the certificate previously delivered to the Agent shall be deemed to be satisfactory to the Agent and the Majority Lenders) and shall, among other things, represent and warrant that the statements made therein are true and correct in all material respects (without giving effect to any double materiality) as of such date (or such earlier date specified therein), and, at the time such certificate is delivered, such statements shall in fact be so true and correct in all material respects (without giving effect to any double materiality). The statements in such certificate shall be limited to certifying that: (i) each of the conditions specified in the foregoing clauses (xd), and (e) the representations and warranties set forth herein and in each Loan Document shall, in each case, be true and correct in all material respects of 147741844_7 this Section 3 have been satisfied as of the Second Amendment Effective Date Date; (unless stated ii) immediately before and immediately after giving effect to relate solely the transactions contemplated by this Amendment to an earlier dateoccur on the Second Amendment Effective Date, in which case such (A) the representations and warranties of the Borrower contained in this Amendment, Article VI (REPRESENTATIONS AND WARRANTIES) of the Credit Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects respects, on, and as of such earlier date)of, in each case, after giving effect to this the Second Amendment Effective Date (other than any representation and the amendments contained herein; provided warranty that any representations and warranties that are by their terms is expressly qualified by materiality, Material Adverse Effect or similar qualification in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier date, and (yB) after giving effect to this Amendment and the amendments contained herein no Default or Event of Default under and as defined in the Credit Agreement shall have occurred and then be continuing, (ii) all of the conditions set forth in this Article IV have been satisfied or waived exist; and (iii) no Material Adverse Effect shall have occurred since December 31, 2022the Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of any Indebtedness on the Second Amendment Effective Date) are Solvent on a consolidated basis.