Common use of Certain Documents Clause in Contracts

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Increase Date or the Specified Refinancing Date, as applicable, each of the following, each dated such Facility Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent; (i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible Assignee; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor approving the consummation of such Facility Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified Refinancing.

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, for such Facilities Increase each of the following, each dated such Facility Facilities Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: (i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Facilities Increase (in accordance with Section 2.6(a), as agreed between the Company and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Facilities Increases, the maximum amount set forth in Section 2.6(aSECTION 2.10(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement or comparable document Assignment and Assumption in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to SCHEDULE 2.01), effective as of the Facilities Increase Date and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facilities Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Company and the Administrative Agent but, which, in any case, except for interest, fees, scheduled repayment dates and maturity, shall not be applied materially differently to the Facilities Increase than to the Revolving Loans and Term B Loans outstanding immediately prior to the Facilities Increase; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor Loan Party approving the consummation of such Facility Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture and the other documents to be executed in connection therewith;if any; and (iv) a favorable opinion of counsel for the Company and each GuarantorLoan Parties, to the extent requested by the Administrative Agent if an amendment is required pursuant to SECTION 4.03(a)(ii) addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified Refinancing.

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Increase Date or the Specified Refinancing Date, as applicable, for such Facility Increase each of the following, each dated such Facility Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each Agent, in form and substance reasonably satisfactory to the Administrative Agent;: (i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Increase (in accordance with Section 2.6(a), as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7Facility Increase Notice) and, in the case of each such Eligible Assignee that is not an existing LenderAssignee, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the CompanyBorrower, the Administrative Agent and such Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule I), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent but, which, in any case, except for interest, fees, scheduled repayment dates and maturity, shall not be applied materially differently to the Facility Increase and the existing Facility; (iii) certified copies for the account of resolutions of each Lender or Eligible Assignee participating in such Facility Increase having requested the Board of Directors of same by notice to the Company Administrative Agent and the Borrower received by each Guarantor approving at least three Business Days prior to the consummation Facility Increase Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (iv) for each Loan Party executing any Loan Document as part of such Facility Increase Increase, a certificate of the secretary or Specified Refinancing, other officer of such Loan Party in charge of maintaining books and records of such Loan Party certifying as applicable, to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of the corresponding amendments each document executed as part of such Facility Increase to this Agreement, any Refinancing Notes Indenture and the other documents to be executed in connection therewithwhich such Loan Party is a party; (ivv) a duly executed favorable opinion opinions of counsel for to the Company and Loan Parties, each Guarantor, addressed to the Administrative Agent Agent, the L/C Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request; provided that any opinions addressing matters addressed in the legal opinions delivered on the Facility Increase Date shall be in form and substance and from counsel reasonably satisfactory substantially similar to such legal opinions delivered on the Administrative AgentClosing Date; and (vvi) such other documents document as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified RefinancingIncrease.

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Increase Closing Date or the Specified Refinancing Date, as applicable, each of the following, each dated such Facility Increase Date on or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent; (i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Closing Date or the Specified Refinancing Date, as applicable, and executed unless otherwise agreed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement and, required to the extent not delivered prior to the Closing Date, if amended or amended and restated, the other Loan Documents as of the Closing Date, including Notes requested by Section 2.7 and executed by the indenture trustee any Lender and the Administrative Agent and acknowledged and agreed by the CompanyEnvironmental Indemnity, in each case duly executed; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal to the amount extent not complete and/or delivered prior to the Closing Date, (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the proposed Facility Increase termination of such prior filings and other documents with respect to the priority of the security interest of Administrative Agent in the Collateral, in each case as may be reasonably requested by Administrative Agent, and (in accordance with Section 2.6(a), but in any case not to exceedB) all Control Agreements that, in the aggregate reasonable judgment of Administrative Agent, are required for all such Facility Increasesthe Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible Assigneeapplicable financial institution; (iii) [Reserved]; (iv) duly executed favorable opinions of counsel to the Loan Parties addressed to Administrative Agent, the L/C Issuers and the Lenders and addressing, among other things, power and authority of Loan Parties, due execution and delivery and enforceability of this Agreement and the enforceability of the Loan Documents and the enforceability of Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A (v) to the extent not delivered prior to the Closing Date, (A) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, either (1) certified as unchanged since last delivery of such document to the Administrative Agent, or (2) certified as of a recent date by such Governmental Authority, and (B) certificates attesting to the good standing of such Loan Party in such jurisdiction, together with, if applicable, related tax certificates; (vi) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of the Board such Loan Party’s board of Directors of the Company directors or other appropriate governing body approving and each Guarantor approving the consummation of such Facility Increase or Specified Refinancing, as applicable, and authorizing the execution, delivery and performance of the corresponding amendments each Loan Document to this Agreement, any Refinancing Notes Indenture and the other documents to be executed in connection therewithwhich such Loan Party is a party; (ivvii) a favorable opinion certificate of counsel for the Company and each Guarantor, addressed a Responsible Officer of Borrowers to the Administrative Agent effect that (A) each condition set forth in 3.1(e) and Section 3.2(b) has been satisfied and (B) both the Loan Parties taken as a whole and Borrowers are Solvent giving effect to the payment required pursuant to clause (b), below, and the Lenders payment of all estimated legal, accounting and in form other fees and substance expenses related hereto and from counsel reasonably satisfactory to the Administrative Agentthereto; (viii) [Reserved]; and (vix) such other not later than the date three (3) days prior to the Closing Date, all documents as the Administrative Agent may and information reasonably request or as determined by any Lender participating in such Facility Increase as being required by regulatory authorities under the Patriot Act or Specified Refinancingany applicable “know your customer” or anti-money laundering rules or regulations, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified Refinancingthe extent requested at least ten (10) days prior to the Closing Date.

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, for such Facilities Increase each of the following, each dated such Facility Facilities Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: (i) written commitments duly executed by existing Lenders (Aor their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the applicable maximum amount set forth in Section 2.1(c) (Facilities Increase)) and, in the case of any Facility Increase each such Eligible Assignee or Refinancing TrancheAffiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II) and the other Loan DocumentsI (Commitments)), effective as of the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Facilities Increase or Specified Refinancing (including interest rates, fees and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Datescheduled repayment dates and maturity), as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee Borrower and the Administrative Agent but, which, in any case, except for of interest, fees, scheduled repayment dates and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal maturity, shall not be applied materially differently to the amount of Facilities Increase and the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible AssigneeFacilities; (iii) certified copies of resolutions of the Board board of Directors directors of the Company and each Guarantor Loan Party approving the consummation of such Facility Facilities Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company and each GuarantorLoan Parties, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents document as the Administrative Agent may reasonably request or as any Lender participating in such Facility Facilities Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified RefinancingFacilities Increase.

Certain Documents. The Administrative Agent shall have received on or prior to the Term Facility Increase Date or the Specified Refinancing Date, as applicable, for such Term Facility Increase each of the following, each dated such Term Facility Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. (i) written commitments duly executed by existing Lenders (Aor their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Term Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Term Facility Increases, the maximum amount set forth in Section 2.1(c) and, in the case of any Facility Increase each such Eligible Assignee or Refinancing TrancheAffiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II) and the other Loan Documents), effective as of the Term Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Term Facility Increase or Specified Refinancing (including interest rates, fees and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Datescheduled repayment dates and maturity), as agreed by the Company Borrower and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible Assignee; (iii) certified copies of resolutions of the Board of Directors of the Company Borrower and each Guarantor approving the consummation of such Term Facility Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Term Facility Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Term Facility Increase or Specified RefinancingIncrease.

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, for such Facilities Increase each of the following, each dated such Facility Facilities Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: (i) written commitments duly executed by existing Lenders (Aor their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in SECTION 2.1(c) (FACILITIES INCREASE)) and, in the case of any Facility Increase each such Eligible Assignee or Refinancing TrancheAffiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II) and the other Loan DocumentsSCHEDULE I (COMMITMENTS)), effective as of the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Facilities Increase or Specified Refinancing (including interest rates, fees and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Datescheduled repayment dates and maturity), as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee Borrower and the Administrative Agent but, which, in any case, except for of interest, fees, scheduled repayment dates and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal maturity, shall not be applied materially differently to the amount of Facilities Increase and the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible AssigneeFacilities; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor Loan Party approving the consummation of such Facility Facilities Increase or Specified Refinancing, as applicable, and the execution, 80 CREDIT AGREEMENT PRESTIGE BRANDS, INC. delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company and each GuarantorLoan Parties, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents document as the Administrative Agent may reasonably request or as any Lender participating in such Facility Facilities Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified RefinancingFacilities Increase.

Certain Documents. The Multi-Currency Administrative Agent shall have received on or prior to the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, for such Facilities Increase each of the following, each dated such Facility Facilities Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Multi-Currency Administrative Agent and each in form and substance reasonably satisfactory to the Multi-Currency Administrative Agent;: (i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Facilities Increase (in accordance with Section 2.6(a), as agreed between the Company and the Multi-Currency Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Facilities Increases, the maximum amount set forth in Section 2.6(a3.1(b)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Multi- Currency Administrative Agent and duly executed by the Company, the Multi-Currency Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II), effective as of the Facilities Increase Date and executed by the Company and the Administrative Agents, to the extent necessary to implement terms and conditions of the Facilities Increase as agreed by the Company and the Multi-Currency Administrative Agent but which, in any case, shall not be materially different from the existing Multi-Currency Facility; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor approving the consummation of such Facility Facilities Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company and each Guarantor, addressed to the Administrative Agent Agents, the Lenders and the Issuing Lenders and in form and substance and from counsel reasonably satisfactory to the Multi-Currency Administrative Agent; and (v) such other documents document as the Multi-Currency Administrative Agent may reasonably request or as any Lender participating in such Facility Facilities Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified RefinancingFacilities Increase.

Certain Documents. The Multi-Currency Administrative Agent shall have received on or prior to the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, for such Facilities Increase each of the following, each dated such Facility Facilities Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Multi-Currency Administrative Agent and each in form and substance reasonably satisfactory to the Multi-Currency Administrative Agent;: (i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Facilities Increase (in accordance with Section 2.6(a), as agreed between the Company and the Multi-Currency Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Facilities Increases, the maximum amount set forth in Section 2.6(a3.1(b)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Multi-Currency Administrative Agent and duly executed by the Company, the Multi-Currency Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II), effective as of the Facilities Increase Date and executed by the Company and the Administrative Agents, to the extent necessary to implement terms and conditions of the Facilities Increase as agreed by the Company and the Multi-Currency Administrative Agent but which, in any case, shall not be materially different from the existing Multi-Currency Facility; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor approving the consummation of such Facility Facilities Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company and each Guarantor, addressed to the Administrative Agent Agents, the Lenders and the Issuing Lenders and in form and substance and from counsel reasonably satisfactory to the Multi-Currency Administrative Agent; and (v) such other documents document as the Multi-Currency Administrative Agent may reasonably request or as any Lender participating in such Facility Facilities Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified RefinancingFacilities Increase.

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, for such Facilities Increase each of the following, each dated such Facility Facilities Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: (i) written commitments duly executed by existing Lenders (Aor their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in Section 2.10(a)) and, in the case of any Facility Increase each such Eligible Assignee or Refinancing TrancheAffiliate or Approved Fund that is not an existing Lender, an Assignment and Assumption in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II) and the other Loan Documents2.01), effective as of the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Facilities Increase or Specified Refinancing (including interest rates, fees and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Datescheduled repayment dates and maturity), as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee Borrower and the Administrative Agent but, which, in any case, except for of interest, fees, scheduled repayment dates and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal maturity, shall not be applied materially differently to the amount of Facilities Increase and the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form Revolving Loans and substance reasonably satisfactory Term B Loans outstanding immediately prior to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible AssigneeFacilities Increase; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor Loan Party approving the consummation of such Facility Facilities Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company and each GuarantorLoan Parties, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents document as the Administrative Agent may reasonably request or as any Lender participating in such Facility Facilities Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified RefinancingFacilities Increase.

Certain Documents. The Administrative Agent shall have received on or prior to the Term Facility Increase Date or the Specified Refinancing Date, as applicable, for such Term Facility Increase each of the following, each dated such Term Facility Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: (i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Term Facility Increase (in accordance with Section 2.6(a), as agreed between the Company and the Administrative Agent but in any case not to exceed, in the aggregate for all such Term Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee or Affiliate or Related Fund that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Affiliate, Related Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II), effective as of the Term Facility Increase Date and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Term Facility Increase as agreed by the Company and the Administrative Agent; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor approving the consummation of such Term Facility Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Term Facility Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Term Facility Increase or Specified RefinancingIncrease.

Certain Documents. The Administrative Agent shall have received on or prior to the Term Facility Increase Date or the Specified Refinancing Date, as applicable, for such Term Facility Increase each of the following, each dated such Term Facility Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: (i) written commitments duly executed by existing Lenders (Aor their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Term Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Term Facility Increases, the maximum amount set forth in Section 2.1(c) and, in the case of any Facility Increase each such Eligible Assignee or Refinancing TrancheAffiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II) and the other Loan Documents), effective as of the Term Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Term Facility Increase or Specified Refinancing (including interest rates, fees and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Datescheduled repayment dates and maturity), as agreed by the Company Borrower and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible Assignee; (iii) certified copies of resolutions of the Board of Directors of the Company Borrower and each Guarantor approving the consummation of such Term Facility Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Term Facility Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Term Facility Increase or Specified RefinancingIncrease.

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, for such Facilities Increase each of the following, each dated such Facility Facilities Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: (i) written commitments duly executed by existing Lenders (Aor their Affiliates or Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facilities Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facilities Increases, the maximum amount set forth in Section 2.10(a)) and, in the case of any Facility Increase each such Eligible Assignee or Refinancing TrancheAffiliate or Approved Fund that is not an existing Lender, an Assignment and Assumption in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to Schedule II) and the other Loan Documents2.01), effective as of the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Facilities Increase or Specified Refinancing (including interest rates, fees and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Datescheduled repayment dates and maturity), as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee Borrower and the Administrative Agent but, which, in any case, except for interest, fees, scheduled repayment dates and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal maturity, shall not be applied materially differently to the amount of Facilities Increase and the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form Revolving Loans and substance reasonably satisfactory Term B Loans outstanding immediately prior to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible AssigneeFacilities Increase; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor Loan Party approving the consummation of such Facility Facilities Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture Agreement and the other documents to be executed in connection therewith; (iv) a favorable opinion of counsel for the Company and each GuarantorLoan Parties, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Facilities Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified RefinancingFacilities Increase.

Certain Documents. The Administrative Agent shall have received on or prior to the Facility Facilities Increase Date or the Specified Refinancing Date, as applicable, for such Facilities Increase each of the following, each dated such Facility Facilities Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;: (i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company; (ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Approved Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Facilities Increase (in accordance with Section 2.6(a), as agreed between the Company and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Facilities Increases, the maximum amount set forth in Section 2.6(aSECTION 2.10(A)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement or comparable document Assignment and Assumption in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (ii) an amendment to this Agreement (including to SCHEDULE 2.01), effective as of the Facilities Increase Date and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facilities Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Company and the Administrative Agent but, which, in any case, except for interest, fees, scheduled repayment dates and maturity, shall not be applied materially differently to the Facilities Increase than to the Revolving Loans and Term B Loans outstanding immediately prior to the Facilities Increase; (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor Loan Party approving the consummation of such Facility Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture and the other documents to be executed in connection therewith;if any; and (iv) a favorable opinion of counsel for the Company and each GuarantorLoan Parties, to the extent requested by the Administrative Agent if an amendment is required pursuant to SECTION 4.03(A)(II) addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase or Specified Refinancing, as applicable, may reasonably require as a condition to its commitment in such Facility Increase or Specified Refinancing.