Common use of Second Restatement Date Clause in Contracts

Second Restatement Date. The amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a favorable written opinion of (i) the General Counsel or Deputy General Counsel of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent and (iii) each foreign counsel listed on Schedule 4.02(a), in form and substance reasonably satisfactory to the Administrative Agent, in each case (x) dated on the Second Restatement Date, (y) addressed to the Issuing Banks, the Administrative Agent and the Lenders and (z) covering such matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate, articles of incorporation or partnership agreement (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Second Restatement Date and certifying (w) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Second Restatement Date and at all times since a date prior to the date of the resolutions described in clause (x) below, (x) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (z) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated on or shortly prior to the Second Restatement Date and signed by a Responsible Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (f) of this Section 4.02. (d) The Administrative Agent shall have received a certificate of a Financial Officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (e) The Administrative Agent shall have received all Fees, and other amounts due and payable on or prior to the Second Restatement Date, including, to the extent invoiced two days prior to the Second Restatement Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) (i) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Second Restatement Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (g) The Existing Tranche A Loan Refinancing and the Existing Tranche B Loan Repayment shall have occurred (or shall occur substantially concurrently with the Second Restatement Date). (h) The Administrative Agent and the Lenders shall have received, at least five Business Days prior to the Second Restatement Date, all documentation and other information reasonably requested by them that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (i) The Guarantee and Pledge Agreement and all other documents required by Section 5.09, shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Second Restatement Date, and all Collateral shall have been duly and validly pledged thereunder, to the extent required thereby, to the Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such Collateral, to the extent such Collateral is evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document upon completion of the filings or other actions referred to therein. (j) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Second Restatement Date and duly executed by a Responsible Officer of Holdings, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to Holdings, the U.S. Borrower and the Subsidiary Guarantors in the states of organization of such persons as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (k) The Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of Holdings, the Borrowers, each Revolving Credit Lender set forth on Schedule 2.01, each Term Lender set forth on Schedule 2.01 and each Issuing Bank set forth on Schedule 2.01(a).

Second Restatement Date. The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and each the Issuing Bank, a favorable written opinion of (i) the General Counsel or Deputy Assistant General Counsel of the U.S. Borrower, in form and substance reasonably satisfactory substantially to the Administrative Agenteffect set forth in Exhibit J-1, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrowers, in form and substance reasonably satisfactory substantially to the Administrative Agent effect set forth in Exhibit J-2, and (iii) each foreign counsel listed on Schedule 4.02(a), in form and substance reasonably satisfactory substantially to the Administrative Agenteffect set forth in Exhibit J-3, in each case (xA) dated on the Second Restatement Date, (yB) addressed to the Issuing BanksBank, the Administrative Agent and the Lenders Lenders, and (zC) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate, articles of incorporation or partnership agreement (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Second Restatement Date and certifying (wA) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Second Restatement Date and at all times since a date prior to the date of the resolutions described in clause (xB) below, (xB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (yC) that the certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above above, and (zD) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated on or shortly prior to the Second Restatement Date and signed by a Responsible Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (fg) of this Section 4.02. (d) The Administrative Agent shall have received a certificate of a Financial Officer of Holdingsall Fees, in form and substance reasonably satisfactory to including the Administrative Agent, to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (e) The Administrative Agent shall have received all Amendment Fees, and other amounts due and payable on or prior to the Second Restatement Date, including, to the extent invoiced two days prior to the Second Restatement Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) (ie) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Second Restatement Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (g) The Existing Tranche A Loan Refinancing and the Existing Tranche B Loan Repayment shall have occurred (or shall occur substantially concurrently with the Second Restatement Date). (h) The Administrative Agent and the Lenders shall have received, at least five Business Days prior to the Second Restatement Date, all documentation and other information reasonably requested by them that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsSecurity Documents, including the USA PATRIOT Act. (i) The Guarantee and Pledge Collateral Agreement and all other documents required by Section 5.09, shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Second Restatement Date, and all the Pledged Collateral (as defined therein) shall have been duly and validly pledged thereunder, to the extent required thereby, to the Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such Pledged Collateral, to the extent such Pledged Collateral is evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document upon completion of the filings or other actions referred to therein. (jf) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Second Restatement Date and duly executed by a Responsible Officer of Holdings, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to Holdings, the U.S. Borrower and the Subsidiary Guarantors in the states of organization of such persons as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (kg) (i) The Administrative Agent representations and warranties set forth in Article III shall be true and correct in all material respects on the Second Restatement Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and (ii) no Default or Event of Default shall have received counterparts occurred and be continuing. (h) The U.S. Borrower shall have made a voluntary prepayment of this Agreement that$100,000,000 aggregate principal amount of Tranche A Loans and/or Tranche A-1 Loans at par, when taken togethertogether with accrued and unpaid interest thereon, bear which prepayment shall be allocated between such tranches as the signatures U.S. Borrower may direct (but in no event ratably more to the Tranche A-1 Loans) and applied to reduce scheduled installments of Holdings, principal thereof in the Borrowers, each Revolving Credit Lender set forth on Schedule 2.01, each Term Lender set forth on Schedule 2.01 and each Issuing Bank set forth on Schedule 2.01(adirect order of maturity (the “Second Restatement Date Prepayment”).

Second Restatement Date. The amendment and restatement of amendments to the ------------------------ Existing Credit Agreement embodied in this Agreement shall not be effective (in which case the Existing Credit Agreement shall remain in full force and effect) and the form of this Agreement is subject Tranche B Term Loans shall not be required to the satisfaction of be funded unless and until the following conditionsconditions precedent have been satisfied: (a) The Administrative Agent Lenders shall have received, on behalf of itself, the Lenders and each Issuing Bank, received a favorable written opinion of each of (i) the General Counsel or Deputy General Counsel of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ , Vice President, Secretary and General Counsel of SSCC, JSCE, SNC and the Borrower, substantially in the form of Exhibit D-1 and (ii) Winston & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings SSCC, JSCE, SNC and the BorrowersBorrower, substantially in the form and substance reasonably satisfactory to the Administrative Agent and (iii) each foreign counsel listed on Schedule 4.02(a), in form and substance reasonably satisfactory to the Administrative Agentof Exhibit D-2, in each case (xA) dated on the Second Restatement Date, (yB) addressed to the Issuing BanksSenior Managing Agents, the Administrative Agent, the Managing Agents, the Fronting Bank, the Lenders, the Swingline Lender and the Collateral Agent and the Lenders and (zC) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. SSCC, and Holdings JSCE and the Borrowers Borrower hereby request instruct such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Transactions and the Borrowings hereunder shall be reasonably satisfactory to the Tranche B Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent Lenders shall have received (i) a copy of the certificate, articles certificate of incorporation or partnership agreement (or comparable organizational document)incorporation, including all amendments thereto, of each Loan PartySSCC, JSCE and the Borrower, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction state of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party SSCC, JSCE and the Borrower as of a recent date, from such Secretary of State (or comparable entity)State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party SSCC, JSCE and the Borrower dated on the Second Restatement Date and certifying (wA) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party Party, as in effect on the Second Restatement Date and at all times since a date prior to the date of the resolutions described in clause (xB) below, (xB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party Party, authorizing the execution, delivery and performance of the Loan Documents to which such person Loan Party is or will be a party and, in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effecteffect as of the Second Restatement Date, (yC) that the certificate, articles certificate of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (zD) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent or its counsel may reasonably request. (cd) The Administrative Agent Lenders shall have received a certificate, dated on or shortly prior to the Second Restatement Date and signed by a Responsible Officer of each of the U.S. BorrowerLoan Parties, confirming compliance with the conditions precedent set forth in paragraph paragraphs (fb) and (c) of this Section 4.02. (d) The Administrative Agent shall have received a certificate of a Financial Officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent5.01. (e) The Senior Managing Agents and the Administrative Agent shall have received all Fees, Fees and any other fees or amounts due and payable on or prior to the Second Restatement Date, including, to the extent invoiced two days prior to the Second Restatement Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) (i) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Second Restatement Date with the same effect as though made on and as Reaffirmation of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (g) The Existing Tranche A Loan Refinancing and the Existing Tranche B Loan Repayment shall have occurred (or shall occur substantially concurrently with the Second Restatement Date). (h) The Administrative Agent and the Lenders shall have received, at least five Business Days prior to the Second Restatement Date, all documentation and other information reasonably requested by them that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (i) The Guarantee and Pledge Agreement and all other documents required by Section 5.09, shall have been duly executed by each Loan Party that is the Guarantors and delivered to be a party thereto the Collateral Agent, and shall be in full force and effect on effect. (g) All of the Second Restatement Dateother Loan Documents shall be in full force and effect. (h) Each of the modifications to the Mortgages in form and substance satisfactory to the Collateral Agent, and all Collateral relating to the Mortgaged Properties shall have been duly executed by the parties thereto and validly pledged thereunder, delivered to the extent required therebyCollateral Agent, together with assurances satisfactory to the Collateral Agent for the ratable benefit recordations of the Secured Partiesmodifications to the Mortgages in the real estate records of all appropriate jurisdictions, and certificates representing the payment of such Collateraldocumentary, intangible or similar taxes with respect to the extent such Collateral is evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall Mortgaged Properties as may be in the actual possession of necessary to maintain the Collateral Agent's perfected security interest (including existing priority) in the Mortgaged Properties with respect to the Obligations under this Agreement (including, without limitation, the Tranche B Term Loans provided for hereunder) and as may be necessary to secure the Tranche B Term Loans, and as the Administrative Agent may otherwise reasonably request. The Collateral Agent on behalf Notwithstanding anything herein to the contrary, the conditions set forth above in this clause (h) may be satisfied after the Second Restatement Date at the discretion of the Secured Parties Administrative Agent. (i) After giving effect to the Second Restatement Date Transactions, no Loan Party or any Subsidiary of any Loan Party shall have a security interest in any Indebtedness other than (A) Indebtedness under the Collateral of the type Loan Documents and priority described in each Security Document upon completion of the filings or (B) other actions referred to thereinIndebtedness permitted under Section 7.01. (j) The Collateral Agent There shall be no litigation or administrative proceedings or other legal or regulatory developments, actual or threatened, that, in the judgment of the Lenders, could reasonably to be expected to have received a Perfection Certificate with respect material adverse effect on the business, assets, liabilities, operations, properties, prospects or condition (financial or otherwise) of or relating to (i) the Loan Parties dated and their respective Subsidiaries, taken as a whole, (ii) the ability of the Loan Parties or any of their respective Subsidiaries to perform their obligations under the Loan Documents, (iii) the ability of the parties to consummate the Second Restatement Date Transactions or (iv) the validity or enforceability of any of the Loan Documents or the rights, remedies and duly executed by a Responsible Officer benefits available to the Senior Managing Agents, the Administrative Agent, the Managing Agents, the Fronting Bank, the Swingline Lender, the Collateral Agent and the Lenders under the Loan Documents, or which would be materially inconsistent with the assumptions underlying the projections contained in the Confidential Information Memorandum of Holdingsthe Borrower dated as of March 2001, and no injunction or other restraining order shall have received the results of been issued or a search of the Uniform Commercial Code filings (hearing therefor be pending or equivalent filings) made noticed with respect to HoldingsSSCC or any of its subsidiaries concerning the Transactions, the U.S. Borrower Loan Documents or the transactions contemplated hereby or thereby. In the event that all of the foregoing conditions precedent have not been satisfied or waived on or before May 11, 2001, this Agreement shall be of no force and effect and the Subsidiary Guarantors Existing Credit Agreement shall continue in the states of organization of such persons as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, full force and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminatedeffect. (k) The Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of Holdings, the Borrowers, each Revolving Credit Lender set forth on Schedule 2.01, each Term Lender set forth on Schedule 2.01 and each Issuing Bank set forth on Schedule 2.01(a).

Second Restatement Date. The amendment and restatement of On the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the following conditionsSecond Restatement Date: (a) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03). (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects as of such date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate 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). (c) At the time of and immediately after giving effect to the Second Restatement Date and the making of the Term Loans, no Event of Default or Default shall have occurred and be continuing. (d) The Administrative Agent (or its counsel) shall have received from the Agents, the Borrower, Holdings and the New Term Lenders (as defined in the Restatement Agreement) either (i) a counterpart of the Restatement Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the Restatement Agreement. (e) [Reserved.] (f) The Administrative Agent shall have received, on behalf of itself, itself and the Lenders and each Issuing Bankon the Second Restatement Date, a favorable written opinion of (i) the General Counsel or Deputy General Counsel of the U.S. BorrowerWeil, in form and substance reasonably satisfactory to the Administrative Agent, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Gotshal & ▇▇▇▇▇▇▇▇ LLP, special counsel for Holdings and the BorrowersBorrower, (A) dated the Second Restatement Date, (B) addressed to the Administrative Agent and the Lenders on the Second Restatement Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and (iii) each foreign counsel listed on Schedule 4.02(a), in form and substance reasonably satisfactory to the Administrative Agent, in each case (x) dated on the Second Restatement Date, (y) addressed to the Issuing Banks, the Administrative Agent and the Lenders and (z) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and each of Holdings and the Borrowers Borrower hereby request such instructs its counsel to deliver such opinions. (bg) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate, certificate or articles of incorporation incorporation, certificate of limited partnership or partnership agreement (or comparable organizational document)certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable entityother similar official) of the jurisdiction of its organization, and a certificate as to the good standing (where to the extent such concept is applicableor a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State (or comparable entityother similar official); ; (ii) a certificate of the Secretary secretary or Assistant Secretary assistant secretary or similar officer of each Loan Party dated on the Second Restatement Date and certifying certifying: (wA) that attached thereto is a true and complete copy of the by-laws (or comparable organizational documentlimited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Second Restatement Date and at all times since a date prior to the date of the resolutions described in clause Date, (x) below, (xB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors or partners directors (or comparable equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Second Restatement Date, (yC) that the certificate, certificate or articles of incorporation incorporation, certificate of limited partnership or partnership agreement (or comparable organizational document) certificate of formation of such Loan Party have has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished disclosed pursuant to clause (i) above and above, (zD) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; , (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and and (iv) such other documents a certificate of a Responsible Officer of Holdings or the Borrower certifying that as of the Administrative Agent may reasonably requestSecond Restatement Date (i) all the representations and warranties described in Section 4.01(b) are true and correct to the extent set forth therein and (ii) that as of the Second Restatement Date, no Default or Event of Default has occurred and is continuing or would result from any Borrowing to occur on the Second Restatement Date or the application of the proceeds thereof. (ci) The Collateral and Guarantee Requirement shall have been satisfied, (ii) the Administrative Agent shall have received a certificate, duly completed Collateral Questionnaire dated on or shortly prior to the Second Restatement Date and signed by a Responsible Officer of Date, together with all attachments contemplated thereby, (iii) the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (f) of this Section 4.02. (d) The Administrative Agent shall have received a certificate the results of a Financial Officer search of Holdings, the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and (iv) the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are either permitted by Section 6.02 or have been released (or authorized for release in form and substance a manner reasonably satisfactory to the Administrative Agent). (i) The Lenders shall have received the financial statements, Projections and other financial information referred to in Section 3.05 and Section 3.14. (j) On the effect that Second Restatement Date, substantially concurrently with the funding of the Loans, Holdings and its Subsidiaries, on a consolidated basis after giving effect to Subsidiaries shall have repaid in full the Transactions and the other transactions contemplated hereby, are solventExisting Debt. (ek) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the Chief Financial Officer of the Borrower. (l) The Administrative Agent shall have received all Feesfees payable thereto or to any Lender on or prior to the Second Restatement Date and, and to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Second Restatement Date, including, to the extent invoiced two days prior to the Second Restatement Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Borrowers Loan Parties hereunder or under any other Loan Document. (fm) (i) The representations and warranties set forth in Article III Since December 31, 2012, there shall be true and correct in all material respects on the Second Restatement Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default or Event of Default shall not have occurred and be continuingthere is no circumstance or occurrence that is reasonably likely to have (individually or in the aggregate) a Material Adverse Effect. (gn) The Existing Tranche A Loan Refinancing and To the Existing Tranche B Loan Repayment shall have occurred extent requested by the Administrative Agent not less than two (or shall occur substantially concurrently with 2) days prior to the Second Restatement Date). (h) The , the Administrative Agent and the Lenders shall have received, at least five Business Days one (1) day prior to the Second Restatement Date, all documentation and other information reasonably requested by them that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The Guarantee and Pledge Agreement and all other documents required by Section 5.09, shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Second Restatement Date, and all Collateral shall have been duly and validly pledged thereunder, to the extent required thereby, to the Collateral Agent for the ratable benefit of the Secured Parties, and certificates representing such Collateral, to the extent such Collateral is evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document upon completion of the filings or other actions referred to therein. (j) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Second Restatement Date and duly executed by a Responsible Officer of Holdings, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to Holdings, the U.S. Borrower and the Subsidiary Guarantors in the states of organization of such persons as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (ko) The Administrative Agent shall have received counterparts duly executed originals (or copies thereof, to the reasonable satisfaction of this Agreement thatthe Administrative Agent) of a letter of direction from the Borrower addressed to the Administrative Agent, when taken togetheron behalf of itself and Lenders, bear with respect to the signatures disbursement on the Second Restatement Date of Holdings, the Borrowers, each Revolving Credit Lender set forth proceeds of the Loans made on Schedule 2.01, each Term Lender set forth on Schedule 2.01 such date. Each Agent and each Issuing Bank set forth Lender, by delivering its signature page to the Restatement Agreement and funding a Loan on Schedule 2.01(a)the Second Restatement Date shall be deemed to have acknowledged receipt of and consented to and approved each Loan Document and each other document required to be approved by any Agent or Lender, as applicable, on the Second Restatement Date.