Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify that:
i. The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;
ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default;
iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof;
iv. The Interest Coverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not less than the level set forth with respect thereto in Section 5.04(b) of the Credit Agreement; and
v. The Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) of the Credit Agreement and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Proposed Borrowing and after giving effect to the applicable Proposed Borrowing, shall be not more than 3.75 to 1.00.
Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify that:
i. The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;
ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; and
iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof in connection with the Proposed Borrowing.
Borrower’s Certifications. By its execution of this Agreement, the undersigned officer and Borrower hereby certify that:
a. The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;
b. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; and
c. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof.
Borrower’s Certifications. By its execution of this Agreement, the undersigned officer (solely in such capacity, not individually and without personal liability), to the best of his or her knowledge, and the Borrower hereby certifies that:
(i) The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; and
(ii) No event has occurred and is continuing or would result from the consummation of the proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default.
Borrower’s Certifications. By its execution of this Agreement, the Borrower hereby certifies that:
(i) The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; and
(ii) As of the 2017 November Joinder Effective Date and after giving effect to the making of the 2024A New Dollar Term Loans, no event has occurred and is continuing or would result from the consummation of the proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default.
Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the Borrower hereby certifies that:
i. the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; and
ii. no event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default.
Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the Borrower hereby certify that:
Borrower’s Certifications. The Administrative Agent shall have received a duly executed certificate of an Authorized Officer of each Loan Party certifying that:
(i) such Loan Party is in compliance with all applicable conditions set forth in this Section 6.02 and all other applicable conditions in this Article VI on and as of the proposed Borrowing Date, before and after giving effect to the consummation of the transactions contemplated on the Closing Date or such Borrowing including the application of the proceeds therefrom;
(ii) all representations and warranties made by any Loan Party in this Agreement and each of the Financing Documents to which it is a party are true and correct in all material respects (other than representations and warranties that are qualified by Material Adverse Effect or materiality, which shall be true and correct in all respects) on and as of such Borrowing Date (except with respect to representations and warranties that expressly refer to an earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom;
(iii) no Default or Event of Default has occurred and is continuing, or would result from such Borrowing;
(iv) no “Default” or “Event of Default”, as each such term is defined in the Term Loan Definitions, has occurred and is continuing, or would result from such Borrowing; and
(v) since the Closing Date, there has been no event or occurrence that has had, or would reasonably be expected to have, a Material Adverse Effect.
Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify that:
i. The representations and warranties set forth in Section 4.1(a) of the Credit Agreement (solely with respect to due organization), Section 4.1(b) of the Credit Agreement (solely with respect to this Agreement), Section 4.3 of the Credit Agreement (solely with respect to this Agreement), Section 4.4(a)(ii) of the Credit Agreement (solely with respect to this Agreement), 4.4(b) of the Credit Agreement with respect to material debt agreements (solely with respect to this Agreement); Section 4.6 of the Credit Agreement (solely with respect to this Agreement), Section 4.15 of the Credit Agreement (solely with respect to regulation under the Investment Company Act of 1940), Section 4.16 of the Credit Agreement (solely with respect to this Agreement); Section 4.20 of the Credit Agreement; Section 4.23 of the Credit Agreement (solely with respect to the PATRIOT Act and the U.S. Foreign Corrupt Practices Act of 1977) and Section 4.25 of the Credit Agreement are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; and
ii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof in connection with the Proposed Borrowing.
Borrower’s Certifications. On the Third Amendment Effective Date, after giving effect to the amendments set forth in Paragraph 2, above, the Borrowers hereby certify that (i) no Default exists, (ii) the representations and warranties of the Borrowers under Article 3 of the Credit Agreement are true and correct in all material respects as of the Third Amendment Effective Date (unless and to the extent that any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date), (iii) the execution, delivery and performance of this Third Amendment has been authorized by all necessary corporate or company action, and (iv) the Regulatory Condition Satisfaction remains effective.
