Common use of Amendment Documents Clause in Contracts

Amendment Documents. The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders party hereto: (i) counterparts of this Amendment executed by the Borrower, the Guarantors (including, for the avoidance of doubt, the Additional Guarantors), the Administrative Agent, the Collateral Agent, and the Lenders party hereto (for the avoidance of doubt, collectively constituting all Lenders as of the Amendment No. 4 Effective Date); (ii) an executed legal opinion of Dechert LLP, counsel to the Credit Parties (including, for the avoidance of doubt, the Additional Guarantors) addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (iii) a certificate attesting to the Solvency of the Additional Guarantors, Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer or other Authorized Officer of the Borrower and Additional Guarantors, as applicable, substantially in the form of the Solvency Certificate furnished on the Closing Date; (iv) a certificate for each Credit Party (including, for the avoidance of doubt, the Additional Guarantors), dated the Amendment No. 4 Effective Date, duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (1) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and the execution, delivery and performance of this Amendment; (2) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 4 Effective Date, and good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person; and (v) a Perfection Certificate (in form and substance reasonably satisfactory to the Administrative Agent) dated the Amendment No. 4 Effective Date, duly executed by an Authorized Officer of each Credit Party (including, for the avoidance of doubt, the Additional Guarantors).

Amendment Documents. The Administrative Agent Purchaser shall have received the followingfollowing documents, in each case in form and substance reasonably satisfactory to dated as of the Administrative Agent and the Lenders party heretoThird Amendment Effective Date: (i) counterparts of this Amendment A joinder agreement to the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, duly executed by the Borrower, the Guarantors TFCE and each of its subsidiaries (including, for the avoidance of doubt, the Additional Guarantorsother than Subsidiaries that are Special Purpose Entities), the Administrative Agent, the Collateral Agent, pursuant to which each of TFCE and the Lenders party hereto (for the avoidance of doubt, collectively constituting all Lenders as of the Amendment No. 4 Effective Date)such subsidiaries becomes a Subsidiary Guarantor; (ii) an executed legal opinion of Dechert LLP, counsel A joinder agreement to the Credit Parties Security Agreement (includingMFN) dated as of March 22, for the avoidance of doubt2002, the Additional Guarantors) addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent Purchaser, duly executed by TFCE and each of its subsidiaries (other than Subsidiaries that are Special Purpose Entities), pursuant to which TFCE and each of such subsidiaries grants to the Collateral AgentPurchaser a valid first priority security interest in and to its assets and other properties as security for the payment and performance of the Guarantied Obligations (as defined in the Subsidiary Guaranty); (iii) a certificate attesting A joinder agreement to the Solvency Intellectual Property Security Agreement (MFN) dated as of March 22, 2002, in form and substance satisfactory to LLCP, duly executed by TFCE and each of its subsidiaries (other than Subsidiaries that are Special Purpose Entities), pursuant to which TFCE and each of such subsidiaries grants to the Purchaser a valid first priority security interest in and to Collateral (as defined in the Intellectual Property Security Agreement (MFN)) as security for the payment and performance of the Additional Guarantors, Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer or other Authorized Officer of the Borrower and Additional Guarantors, Secured Obligations (as applicable, substantially in the form of the Solvency Certificate furnished on the Closing Datedefined therein); (iv) a certificate for each Credit Party (includingA fourth amendment to the Pledge Agreement, for the avoidance of doubt, the Additional Guarantors), dated the Amendment No. 4 Effective Datein form and substance satisfactory to LLCP, duly executed and delivered by such Credit Party’s secretary or assistant secretarythe Company, managing member or general partnertogether with original stock certificates representing the shares of Capital Stock being pledged thereunder, or other Authorized Officer, as applicable, as to:together with undated stock powers executed in blank; (1v) An amendment to the Stock Pledge and Control Agreement (MFN) dated as of March 22, 2002, in form and substance satisfactory to LLCP, duly executed by TFCE and TFC, together with original stock certificates representing the shares of Capital Stock being pledged thereunder, together with undated stock powers executed in blank; (vi) A Secretary’s Certificate from TFCE and each of its subsidiaries, in form and substance satisfactory to the Purchaser, duly executed by its Secretary, together with true, correct and complete copies of its charter and bylaws, resolutions of each such Person’s its board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and approving the execution, delivery and performance of this Amendment; (2) the incumbency agreements and signatures of its Authorized Officers other documents being executed and any other of its officers, managing member or general partner, delivered by it as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 4 Effective Date, contemplated hereunder and corporate and tax good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person; and (v) a Perfection Certificate (in form and substance reasonably satisfactory to the Administrative Agent) dated the Amendment No. 4 Effective Date, duly executed by an Authorized Officer of each Credit Party (including, for the avoidance of doubt, the Additional Guarantors).

Amendment Documents. The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders party hereto: (i) counterparts of this Amendment executed by the Borrower, the Guarantors (including, for the avoidance of doubt, the Additional Guarantors), the Administrative Agent, the Collateral Agent, the 2022-I Supplemental DDTL Lenders, the 2022-II Supplemental DDTL Lenders and the other Lenders party hereto (for the avoidance of doubt, collectively constituting all of the Lenders as of the Amendment No. 4 3 Effective Date); (ii) an executed legal opinion of Dechert LLP, counsel to the Credit Parties (including, for the avoidance of doubt, the Additional Guarantors) addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (iii) a certificate attesting to the Solvency of the Additional Guarantors, Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer or other Authorized Officer of the Borrower and Additional Guarantors, as applicableBorrower, substantially in the form of the Solvency Certificate furnished on the Closing Date;; and (iv) a certificate for each Credit Party (including, for the avoidance of doubt, the Additional Guarantors)Party, dated the Amendment No. 4 3 Effective Date, duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (1) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and the execution, delivery and performance of this Amendment; (2) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 4 3 Effective Date, and good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person; and (v) a Perfection Certificate (in form and substance reasonably satisfactory to the Administrative Agent) dated the Amendment No. 4 Effective Date, duly executed by an Authorized Officer of each Credit Party (including, for the avoidance of doubt, the Additional Guarantors).

Amendment Documents. The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders party hereto2021 Incremental Term Lenders: (i) a Committed Loan Notice duly executed by the Borrowers which shall be delivered on or prior to the date that is two (2) Business Days prior to the First Amendment Effective Date, which shall be deemed to be conditioned on the consummation of the First Amendment Transactions; (ii) (ii) counterparts of this First Amendment executed by the BorrowerBorrowers, the Guarantors (includingHoldings, for the avoidance of doubtHoldings GP, the Additional Guarantors)each other Loan Party, the Administrative Agent, the Collateral Agent, Agent and the Lenders party hereto (for the avoidance of doubt, collectively constituting all Lenders as 2021 Incremental Term Lenders; provided that it is understood that none of the Persons comprising the Target shall be a Loan Party on the First Amendment No. 4 Effective Date but shall become Loan Parties, to the extent required (and in the time period required) under Section 6.11 of the Existing Credit Agreement (and the Credit Agreement) after the First Amendment Effective Date); (iiiii) (A) certificates of good standing from the secretary of state or other applicable office of the state of organization or formation or provincial or territorial or Canadian federal corporate registry of the Borrowers and each other Loan Party (including Holdings and Holdings GP), (B) resolutions or other applicable action of each Loan Party, (C) an executed legal incumbency certificate and/or other certificate of Responsible Officers of each Loan Party, in each case evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this First Amendment and the other Loan Documents to which it is a party or is to be a party on the First Amendment Effective Date, and (D) a certificate of a Responsible Officer of the US Borrower that the conditions specified in clauses (a)(vi), (b) and (f) below have been satisfied or (to the extent applicable) will be satisfied promptly upon the funding of the 2021 Incremental Term Loans; (iv) an opinion of Dechert LLP, from the following special counsel to the Credit Loan Parties (includingor certain of the Loan Parties): (A) ▇▇▇▇, for the avoidance Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, with respect to matters of doubtNew York law and certain aspects of Delaware law; (B) ▇▇▇▇▇▇▇ Coie LLP, the Additional Guarantorswith respect to matters of Washington law and (C) addressed Osler, ▇▇▇▇▇▇ & Harcourt LLP, with respect to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agentmatters of Canadian law; (iiiv) a certificate attesting to the Solvency of the Additional Guarantors, Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer or other Authorized Officer officer with equivalent duties of the US Borrower as to the Solvency (after giving effect to the First Amendment Transactions on the First Amendment Effective Date) of the Borrowers and Additional Guarantors, as applicable, their Subsidiaries) substantially in the form of attached hereto as Exhibit I to the Solvency Certificate furnished on the Closing DateCredit Agreement; (ivvi) a certificate for each Credit Party confirmation from the US Borrower (including, for in the avoidance form of doubt, an officer’s certificate) that prior to or substantially simultaneously with the Additional Guarantors), dated initial Borrowing of 2021 Incremental Term Loans on the First Amendment No. 4 Effective Date, duly (A) the Refinancing shall have been or will be consummated; (B) the Acquisition shall have been or will be consummated in accordance with the terms of the Acquisition Agreement; and (C) the executed and delivered by such Credit Party’s secretary or assistant secretaryAcquisition Agreement is not materially adverse to the 2021 Incremental Term Lenders, managing member or general partner, or other Authorized Officerin their respective capacities as such, as applicablecompared to the draft Acquisition Agreement delivered to the 2021 Incremental Term Lenders or their counsel on November 7, as to: 2021 (1the “Draft Acquisition Agreement”); unless the relevant revision or modification of the Draft Acquisition Agreement is consented to by the 2021 Incremental Term Lenders (such consent not to be unreasonably withheld, conditioned or delayed); provided that (x) resolutions of each such Person’s board of managers/directors (or other managing bodyany reduction in the purchase price thereunder will, in each case, be deemed not to be materially adverse to the case interests of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, the 2021 Incremental Term Lenders to the extent relevantany such reduction is allocated to reduce the 2021 Incremental Term Loans, all aspects (y) any increase to the purchase price thereunder will be deemed not to be materially adverse to the 2021 Incremental Term Lenders if such increase is not funded with indebtedness for borrowed money incurred on the First Amendment Effective Date and (z) any revision or modification to the definition of this Amendment and “Company Material Adverse Effect” or the execution“Xerox” provisions, delivery and performance in each case, contained in the Acquisition Agreement will be deemed to be materially adverse to the interests of this Amendmentthe 2021 Incremental Term Lenders; (2vii) a reaffirmation of the security interests granted pursuant to each Collateral Document by the Canadian Subsidiaries, signed by the Canadian Subsidiaries; (viii) (A) the incumbency and signatures audited consolidated balance sheet of its Authorized Officers and any other of its officers, managing member or general partnerIntermediate II (as defined in the Acquisition Agreement), as applicableof January 3, authorized to act with respect to this Amendment; and 2021 and the related audited consolidated statements of operations and comprehensive income, changes in stockholder’s equity and cash flows for the period ended as set forth therein, (3B) each such Person’s Organization Documents, as amended, modified or supplemented the unaudited consolidated balance sheet of Intermediate II as of August 8, 2021 and the Amendment No. 4 Effective Daterelated unaudited consolidated statements of operations and comprehensive income and cash flows for the 7-month period then ended, and good standing certificates, each certified by (C) the appropriate officer or official body unaudited consolidated balance sheet of the jurisdiction Group Companies (as defined in the Acquisition Agreement) as of organization (i) December 31, 2019 and the related unaudited consolidated statements of such Person; and (v) a Perfection Certificate (in form operations and substance reasonably satisfactory to the Administrative Agent) dated the Amendment No. 4 Effective Date, duly executed by an Authorized Officer of each Credit Party (including, comprehensive income and cash flows for the avoidance annual period then ended and (ii) December 31, 2018 and the related unaudited consolidated statements of doubt, operations and comprehensive income and cash flows for the Additional Guarantors)annual period then ended.

Amendment Documents. The Administrative Agent Purchaser shall have received the followingfollowing documents, in each case in form and substance reasonably satisfactory to dated as of the Administrative Agent and the Lenders party heretoFirst Amendment Effective Date: (i) counterparts of this Amendment A joinder agreement to the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, duly executed by the Borrower, the Guarantors 71270 Corp. pursuant to which 71720 Corp. becomes a Subsidiary Guarantor (including, for the avoidance of doubt, the Additional Guarantors), the Administrative Agent, the Collateral Agent, and the Lenders party hereto (for the avoidance of doubt, collectively constituting all Lenders as of the Amendment No. 4 Effective DateCompany hereby represents that 71270 Corp. has no Subsidiaries other than Subsidiaries that are Special Purpose Entities); (ii) an executed legal opinion of Dechert LLP, counsel A joinder agreement to the Credit Parties Security Agreement (includingMFN), for the avoidance of doubtas amended, the Additional Guarantors) addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent Purchaser, duly executed by 71720 Corp. and each of its subsidiaries (other than Subsidiaries that are Special Purpose Entities), pursuant to which 71720 Corp. and each of such subsidiaries grants to the Collateral AgentPurchaser a valid first priority security interest in and to its assets and other properties as security for the payment and performance of the Guarantied Obligations (as defined in the Subsidiary Guaranty); (iii) a certificate attesting A joinder agreement to the Solvency Intellectual Property Security Agreement (MFN), as amended, in form and substance satisfactory to LLCP, duly executed by 71720 Corp. and each of its subsidiaries (other than Subsidiaries that are Special Purpose Entities), pursuant to which 71270 Corp. and each of such subsidiaries grants to the Purchaser a valid first priority security interest in and to Collateral (as defined in the Intellectual Property Security Agreement (MFN), as amended) as security for the payment and performance of the Additional Guarantors, Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer or other Authorized Officer of the Borrower and Additional Guarantors, Secured Obligations (as applicable, substantially in the form of the Solvency Certificate furnished on the Closing Datedefined therein); (iv) a certificate for each Credit Party (includingA sixth amendment to the Pledge Agreement, for the avoidance of doubt, the Additional Guarantors), dated the Amendment No. 4 Effective Datein form and substance satisfactory to LLCP, duly executed and delivered by such Credit Party’s secretary or assistant secretarythe Company, managing member or general partnertogether with original stock certificates representing the shares of Capital Stock being pledged thereunder, or other Authorized Officer, as applicable, as to:together with undated stock powers executed in blank; (1v) A Secretary’s Certificate from 71270 Corp. and each of its subsidiaries, in form and substance satisfactory to the Purchaser, duly executed by its Secretary, together with true, correct and complete copies of its charter and bylaws, resolutions of each such Person’s its board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and approving the execution, delivery and performance of this Amendment; (2) the incumbency agreements and signatures of its Authorized Officers other documents being executed and any other of its officers, managing member or general partner, delivered by it as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 4 Effective Date, contemplated hereunder and corporate and tax good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person; and (v) a Perfection Certificate (in form and substance reasonably satisfactory to the Administrative Agent) dated the Amendment No. 4 Effective Date, duly executed by an Authorized Officer of each Credit Party (including, for the avoidance of doubt, the Additional Guarantors).

Amendment Documents. (a) This Agreement duly executed by the parties thereto. (b) The Administrative Agent shall have received New Arrangement Fee Letter duly executed by the followingparties thereto. (c) The New Syndication Letter duly executed by the parties thereto. (d) The following deeds of confirmation or, in each as the case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders party heretomay be, confirmation agreements: (i) counterparts a deed of this Amendment confirmation between ParentCo, the Borrower and the Security Agent in respect of the Share Charge (Borrower) and the Share Charge (Cayman Guarantor), duly executed by the Borrower, the Guarantors (including, for the avoidance of doubt, the Additional Guarantors), the Administrative Agent, the Collateral Agent, and the Lenders party hereto (for the avoidance of doubt, collectively constituting all Lenders as of the Amendment No. 4 Effective Date)parties thereto; (ii) an executed legal opinion a deed of Dechert LLP, counsel to confirmation between the Credit Parties (including, for the avoidance of doubt, the Additional Guarantors) addressed to the Administrative Agent, the Collateral Agent Borrower and the Lenders and Security Agent in form and substance reasonably satisfactory to respect of the Administrative Agent and Share Charge (HK Guarantor), duly executed by the Collateral Agentparties thereto; (iii) a certificate attesting to the Solvency deed of the Additional Guarantors, Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer or other Authorized Officer of confirmation between the Borrower and Additional Guarantors, as applicable, substantially the Security Agent in the form respect of the Solvency Certificate furnished on Debenture (Borrower), duly executed by the Closing Dateparties thereto; (iv) a certificate for each Credit Party deed of confirmation between the HK Guarantor and the Security Agent in respect of the Debenture (including, for the avoidance of doubt, the Additional GuarantorsHK Guarantor), dated the Amendment No. 4 Effective Date, duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (1) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and the execution, delivery and performance of this Amendment; (2) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 4 Effective Date, and good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person; andparties thereto; (v) a Perfection Certificate deed of confirmation between the Cayman Guarantor and the Security Agent in respect of the Debenture (in form and substance reasonably satisfactory to the Administrative Agent) dated the Amendment No. 4 Effective DateCayman Guarantor), duly executed by an Authorized Officer the parties thereto; (vi) a confirmation agreement between the HK Guarantor and the Security Agent in respect of each Credit Party the Equity Pledge (includingWOFE Guarantor), for duly executed by the avoidance parties thereto; (vii) a confirmation agreement between the Borrower and the Security Agent in respect of doubtthe Account Pledge Agreement (relating to accounts of the Borrower), duly executed by the Additional Guarantorsparties thereto; (viii) a confirmation agreement between the HK Guarantor and the Security Agent in respect of the Account Pledge Agreement (relating to accounts of the HK Guarantor), duly executed by the parties thereto; and (ix) a confirmation agreement between the Cayman Guarantor and the Security Agent in respect of the Account Pledge Agreement (relating to accounts of the Cayman Guarantor), duly executed by the parties thereto. (e) The Distribution Account Charge duly executed by the parties thereto. (f) The Guarantee Documents duly executed by the parties thereto. (g) A copy of all notices required to be sent, and acknowledgments thereto required to be delivered, under the Distribution Account Charge executed by the applicable parties as required by the Distribution Account Charge (where such notices and acknowledgments are required to be delivered on the date of execution of the Distribution Account Charge or otherwise before the Effective Date). (h) All documents of title and deliverables required to be provided under the Distribution Account Charge upon execution of the Distribution Account Charge or otherwise prior to the Effective Date.

Amendment Documents. The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders party hereto: (i) To the extent applicable, a Borrowing Request for Second Amendment Incremental Revolving Loans to be funded on the Second Amendment Effective Date, which may be delivered on or prior to the Second Amendment Effective Date and conditioned on the occurrence of the Second Amendment Effective Date; (ii) counterparts of this Second Amendment executed by the Borrower, the Guarantors (including, for the avoidance of doubt, the Additional Guarantors)Loan Parties, the Administrative Agent, the Collateral AgentSecond Amendment Incremental Revolving Lenders, the Consenting Revolving Lenders and the Lenders party hereto (for the avoidance of doubt, collectively constituting all Lenders as of the Amendment No. 4 Effective Date); (ii) an executed legal opinion of Dechert LLP, counsel to the Credit Parties (including, for the avoidance of doubt, the Additional Guarantors) addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral AgentIssuing Banks; (iii) a customary legal opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrower and the other Loan Parties with respect to matters of New York law; (iv) (i) a certificate from each Loan Party, signed by a Responsible Officer of each such Loan Party, and attested to by another Responsible Officer of such Loan Party, together with (x) copies of the certificate or articles of incorporation and by-laws (or, in each case, other equivalent organizational documents), as applicable, of each such Loan Party, (y) the resolutions of such Loan Party referred to in such certificate, and (z) a signature and incumbency certificate to the officers of such persons executing the Loan Documents and (ii) certificates of good standing or status (to the extent that such concepts exist) for the Loan Parties from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization or formation of such Loan Parties (in each case, to the extent applicable); and (v) a certificate attesting to the Solvency solvency of the Additional Guarantors, Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer (or other Authorized Officer officer with equivalent duties) of the Borrower and Additional Guarantors, as applicable(after giving effect to any Second Amendment Incremental Revolving Loans incurred on the Second Amendment Effective Date), substantially in the form of the Solvency Certificate furnished on the Closing Date; (iv) a certificate for each Credit Party (including, for the avoidance of doubt, the Additional Guarantors), dated the Amendment No. 4 Effective Date, duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (1) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, Exhibit P to the extent relevant, all aspects of this Amendment and the execution, delivery and performance of this Amendment; (2) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 4 Effective Date, and good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person; and (v) a Perfection Certificate (in form and substance reasonably satisfactory to the Administrative Agent) dated the Amendment No. 4 Effective Date, duly executed by an Authorized Officer of each Existing Credit Party (including, for the avoidance of doubt, the Additional Guarantors)Agreement.

Amendment Documents. The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders party hereto2022 Supplemental Term Lenders: (i) an executed Notice of Borrowing with respect to the 2022 Supplemental Term Loans, duly executed by the Borrower and delivered by not later than (A) 1:00 p.m. (New York time) at least three (3) Business Days prior to the Amendment No. 2 Effective Date for LIBOR Rate Loans (or such shorter period as the Administrative Agent may agree), and (B) prior to 12:00 p.m. (New York time) at least three (3) Business Days prior to to the Amendment No. 2 Effective Date for Index Rate Loans, which Notice of Borrowing shall be deemed to be conditioned on the consummation of the Amendment No. 2 Transactions; (ii) counterparts of this Amendment executed by the Borrower, the Guarantors (including, for the avoidance of doubt, the Additional Guarantors), the Administrative Agent, the Collateral Agent, the 2022 Supplemental Term Lenders and the other Lenders party hereto (for the avoidance of doubt, collectively constituting all of the Lenders as of the Amendment No. 4 2 Effective Date); (iiiii) an executed legal opinion of Dechert LLP, counsel to the Credit Parties (including, for the avoidance of doubt, the Additional Guarantors) addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (iiiiv) a certificate attesting to the Solvency of the Additional Guarantors, Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer or other Authorized Officer of the Borrower (after giving effect to the incurrence of 2022 Supplemental Term Loans and Additional Guarantors, as applicablethe application of the proceeds therefrom), substantially in the form of the Solvency Certificate furnished on the Closing Date;; and (ivv) a certificate for each Credit Party (including, for the avoidance of doubt, the Additional Guarantors)Party, dated the Amendment No. 4 2 Effective Date, duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (1) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and the execution, delivery and performance of this Amendment; (2) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 4 2 Effective Date, and good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person; and (v) a Perfection Certificate (in form and substance reasonably satisfactory to the Administrative Agent) dated the Amendment No. 4 Effective Date, duly executed by an Authorized Officer of each Credit Party (including, for the avoidance of doubt, the Additional Guarantors).