Common use of Documentary Conditions Clause in Contracts

Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Second Amendment Effective Date: (a) a certificate of each Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment and the incurrence of the 2020 Incremental Revolving Commitments, (B) certifying that each Organizational Document of such Loan Party either (x) has not been amended since the Closing Date or, in the case of any Loan Party which is an Additional Guarantor (as defined in the Guaranty), since the date of such Loan Party’s Joinder Agreement to the Guaranty, or (y) is attached as an exhibit to such certificate, certified as of a recent date by the appropriate governmental official, and certified by such Responsible Officer as being in full force and effect as of the Second Amendment Effective Date, (C) certifying (x) as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party or (y) that such incumbency has not been amended since last delivered to the Administrative Agent, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Second Amendment Effective Date; (b) a certificate from a senior financial officer of the Borrower, substantially consistent with Exhibit C of the Credit Agreement certifying that the Holding Companies and their Restricted Subsidiaries, on a consolidated basis after giving effect to this Amendment and the transactions contemplated hereby (including the 2020 Incremental Revolving Commitments), are Solvent; (c) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (D), (E) and (F) of this Section III have been satisfied; (d) a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Parties; and (e) customary filings as the Administrative Agent may reasonably require to assure that the 2020 Incremental Revolving Loans contemplated hereby are secured by the Collateral ratably with the other Initial Revolving Loans and the Term Loans.

Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Second First Amendment Effective Funding Date: (a) a certificate of each Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment and the incurrence of the 2020 2019 Incremental Revolving CommitmentsTerm Loans, (B) certifying that each Organizational Document of such Loan Party either (x) has not been amended since the Closing Date or, in the case of any Loan Party which is an Additional Guarantor (as defined in the Guaranty), since the date of such Loan Party’s Joinder Agreement to the Guaranty, or (y) is attached as an exhibit to such certificate, certified as of a recent date by the appropriate governmental official, and certified by such Responsible Officer as being in full force and effect as of the Second First Amendment Effective Funding Date, (C) certifying (x) as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party or (y) that such incumbency has not been amended since last delivered the Closing Date or, in the case of any Loan Party which is an Additional Guarantor, since the date of such Loan Party’s Joinder Agreement to the Administrative AgentGuaranty, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Second First Amendment Effective Funding Date; (b) a certificate from a senior financial officer of the Borrower, substantially consistent with Exhibit C of the Credit Agreement certifying that the Holding Companies and their Restricted Subsidiaries, on a consolidated basis after giving effect to this Amendment and the transactions contemplated hereby (including the 2020 funding of the 2019 Incremental Revolving CommitmentsFunding Term Loans), are Solvent; (c) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (D), (E) and (F) of this Section III have been satisfied; (d) a Borrowing Request as required by Section 2.03 of the Credit Agreement relating to the Borrowing of the 2019 Incremental Funding Term Loans; (e) a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Second First Amendment Effective Funding Date) of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Parties; and (ef) customary filings as the Administrative Agent may reasonably require to assure that the 2020 2019 Incremental Revolving Term Loans contemplated hereby are secured by the Collateral ratably with the other Initial Revolving Term Loans and the Term Revolving Loans.

Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Second Amendment Effective Date: (ai) a certificate from the Secretary of each Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching attesting to the resolutions of such Loan Party’s board of directors (or similar consents adopted by such Loan Party approving or consenting to governing authority) authorizing its execution, delivery, and performance of this Incremental Amendment and the incurrence of the 2020 Incremental Revolving CommitmentsLoans, (B) certifying that each Organizational Document authorizing specific officers of such Loan Party either to execute this Incremental Amendment and the other Loan Documents, (xC) has attesting to the incumbency and signatures of such specific officers of such Loan Party, (D) attaching copies of each Loan Party’s Governing Documents (or certifying that Governing Documents delivered on the Closing Date remain in effect and have not been amended since the Closing Date or, in the case of any Loan Party which is an Additional Guarantor (as defined in the Guarantysuch date), since which Governing Documents shall be certified by the date Secretary of such Loan Party’s Joinder Agreement to the Guaranty, or ; (yii) is attached as an exhibit to such certificate, certified copies of a certificate of status as of a recent date by with respect to each Loan Party that indicates that such Loan Party is in good standing in its jurisdiction of organization; (iii) a certificate of the appropriate governmental official, and certified by such Responsible Officer Borrower’s chief financial officer or treasurer certifying to the Solvency of Loan Parties taken as being in full force and effect a whole as of the Second Amendment Effective Date, (C) certifying (x) as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party or (y) that such incumbency has not been amended since last delivered to the Administrative Agent, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Second Amendment Effective Date; (b) a certificate from a senior financial officer of the Borrower, substantially consistent with Exhibit C of the Credit Agreement certifying that the Holding Companies and their Restricted Subsidiaries, on a consolidated basis Date immediately after giving effect to this Amendment and the transactions contemplated hereby (including the 2020 Incremental Revolving Commitments), are Solventhereby; (civ) a certificate signed by a Responsible Officer of an Authorized Person of the Borrower certifying that the conditions set forth in clauses (D)Net Leverage Ratio of the Borrower, (E) determined on a pro forma basis and (F) of this Section III have been satisfied; (d) a customary written opinion (addressed after giving effect to the Administrative Agent incurrence of the Incremental Loans, as of the last day of the most recently ended period of four (4) consecutive fiscal quarters for which financial statements are delivered or required to be delivered pursuant to Section 5.1 of the Credit Agreement does not exceed 2.50 to 1.00 and the Lenders and dated the Second Amendment Effective Date) of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Partiesattaching reasonably detailed calculations thereof; and (ev) customary filings as opinions of Xxxxx Xxxxx L.L.P., counsel to Loan Parties and PPGMR Law, PLLC, local Arkansas counsel to the Loan Parties, each in form and substance satisfactory to the Administrative Agent may reasonably require to assure that the 2020 Incremental Revolving Loans contemplated hereby are secured by the Collateral ratably with the other Initial Revolving Loans and the Term LoansAgent.

Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Second Amendment Effective Date: (ai) a certificate from the Corporate Secretary (or a similar officer) of each Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching attesting to the resolutions of such Loan Party’s board of directors (or similar consents adopted by such Loan Party approving or consenting to governing authority) authorizing its execution, delivery, and performance of this Incremental Amendment and the incurrence of the 2020 Incremental Revolving CommitmentsLoans, (B) certifying that each Organizational Document authorizing specific officers of such Loan Party either to execute this Incremental Amendment and the other Loan Documents, (xC) has attesting to the incumbency and signatures of such specific officers of such Loan Party, (D) attaching copies of each Loan Party’s Governing Documents (or certifying that Governing Documents delivered on or after the Closing Date remain in effect and have not been amended since the Closing Date or, in the case of any Loan Party which is an Additional Guarantor (as defined in the Guarantysuch delivery date), since which Governing Documents shall be certified by the date Secretary of such Loan Party’s Joinder Agreement to the Guaranty, or ; (yii) is attached as an exhibit to such certificate, certified copies of a certificate of status as of a recent date by with respect to each Loan Party that indicates that such Loan Party is in good standing in its jurisdiction of organization; (iii) a certificate of the appropriate governmental official, and certified by such Responsible Officer Borrower’s chief financial officer or treasurer certifying to the Solvency of Loan Parties taken as being in full force and effect a whole as of the Second Amendment Effective Date, (C) certifying (x) as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party or (y) that such incumbency has not been amended since last delivered to the Administrative Agent, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Second Amendment Effective Date; (b) a certificate from a senior financial officer of the Borrower, substantially consistent with Exhibit C of the Credit Agreement certifying that the Holding Companies and their Restricted Subsidiaries, on a consolidated basis Date immediately after giving effect to this Amendment and the transactions contemplated hereby (including the 2020 Incremental Revolving Commitments), are Solventhereby; (civ) a certificate signed by a Responsible Officer of an Authorized Person of the Borrower certifying that the conditions set forth in clauses (D)Net Leverage Ratio of the Borrower, (E) determined on a pro forma basis and (F) of this Section III have been satisfied; (d) a customary written opinion (addressed after giving effect to the Administrative Agent incurrence of the Incremental Loans, as of the last day of the most recently ended period of four (4) consecutive fiscal quarters for which financial statements are delivered or required to be delivered pursuant to Section 5.1 of the Credit Agreement does not exceed 2.50 to 1.00 and the Lenders and dated the Second Amendment Effective Date) of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Partiesattaching reasonably detailed calculations thereof; and (ev) customary filings as opinions of Xxxxx Xxxxx L.L.P., counsel to Loan Parties and PPGMR Law, PLLC, local Arkansas counsel to the Loan Parties, each in form and substance satisfactory to the Administrative Agent may reasonably require to assure that the 2020 Incremental Revolving Loans contemplated hereby are secured by the Collateral ratably with the other Initial Revolving Loans and the Term LoansAgent.

Documentary Conditions. (a) The Administrative Agent shall have received each a certificate of the followingSecretary, dated as an Assistant Secretary or another officer of the Second Amendment Effective Date: each Credit Party (a) a certificate setting forth (i) resolutions of each Loan Party signed by a Responsible Officer its board of directors or other applicable governing body with respect to the authorization of such Loan Credit Party (A) certifying to execute and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to deliver this Amendment and the incurrence of other Loan Documents to which it is a party and to enter into the 2020 Incremental Revolving Commitmentstransactions contemplated in those documents, (Bii) the directors and/or officers of such Credit Party (y) who are authorized to sign the Loan Documents to which such Credit Party is a party and (z) who will, until removed from the board of directors or replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized directors and/or officers, and (iv) the articles or certificate of incorporation and bylaws or memorandum and articles of association (or other organizational documents) of such Credit Party, certified as being true and complete or (b) certifying that each Organizational Document (i) there have been no changes to any of the organizational documents of such Loan Credit Party either (x) has not been amended since attached to the Closing Date or, in the case of any Loan Party which is an Additional Guarantor (as defined in the Guaranty), since the date prior certificate of such Loan Party’s Joinder Agreement to Secretary, Assistant Secretary or other officer of such Credit Party and (ii) the Guaranty, or (y) is resolutions of such Credit Party attached as an exhibit to such certificate, certified as of a recent date by the appropriate governmental official, and certified by such Responsible Officer as being prior certificate remain in full force and effect as and authorize the execution and delivery of the Second Amendment Effective Date, (C) certifying (x) as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of the other Loan Documents to which such Loan Credit Party or (y) that is a party and its entry into the transactions contemplated by such incumbency has not been amended since last delivered to the Administrative Agent, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Second Amendment Effective Date;documents. (b) a certificate from a senior financial officer The Administrative Agent shall have received certificates of the Borrowerappropriate State agencies (or equivalent authority) and/or certificates of foreign qualification with respect to the existence, substantially consistent with Exhibit C qualification and good standing of the Credit Agreement certifying that the Holding Companies and their Restricted Subsidiaries, on a consolidated basis after giving effect to this Amendment and the transactions contemplated hereby (including the 2020 Incremental Revolving Commitments), are Solvent;Parties. (c) The Administrative Agent shall have received a certificate signed by from a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that, after giving effect to the transactions contemplated hereby, (i) the aggregate assets (after giving effect to amounts that the conditions set forth in clauses (Dcould reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Credit Parties, taken as a whole, will exceed the aggregate Debt of the Credit Parties on a consolidated basis, as the Debt becomes absolute and matures, (Eii) each of the Credit Parties will not have incurred or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by each of the Credit Parties and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (Fiii) each of this Section III the Credit Parties will not have been satisfied;(and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business. (d) a customary written opinion Each representation and warranty of the Parent and the Borrower contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (addressed except to the Administrative Agent extent any such representation or warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on the Lenders date hereof after giving effect to the amendments set forth herein, except to the extent any such representations and dated warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except to the Second Amendment Effective Dateextent any such representation or warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Parties; and (e) customary filings as the Administrative Agent may reasonably require to assure that the 2020 Incremental Revolving Loans contemplated hereby are secured by the Collateral ratably with the other Initial Revolving Loans and the Term Loanssuch specified earlier date.

Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Second Amendment Effective Date: (a) a certificate of each Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment and the incurrence of the 2020 Incremental Revolving CommitmentsAmendment, (B) certifying that each Organizational Document of such Loan Party either (x) has not been amended since the Closing Date or, in the case of any Loan Party which is an Additional Guarantor (as defined in the Guaranty), since the date of such Loan Party’s Joinder Agreement to the Guaranty, or (y) is attached as an exhibit to such certificate, certified as of a recent date by the appropriate governmental official, and certified by such Responsible Officer as being in full force and effect as of the Second Amendment Effective Date, and (C) certifying (x) as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party or (y) that such incumbency has not been amended since last delivered to the Administrative AgentClosing Date or, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from case of any Loan Party which is an Additional Guarantor, since the applicable Governmental Authority date of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior Joinder Agreement to the Second Amendment Effective DateGuaranty; (b) a certificate from a senior financial officer of the Borrower, substantially consistent with Exhibit C of the Credit Agreement certifying that the Holding Companies and their Restricted Subsidiaries, on a consolidated basis after giving effect to this Amendment and the transactions contemplated hereby (including the 2020 Incremental Revolving Commitments), are Solvent; (c) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (D), (E) and (FE) of this Section III II have been satisfied;; and (dc) a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Parties; and (e) customary filings as the Administrative Agent may reasonably require to assure that the 2020 Incremental Revolving Loans contemplated hereby are secured by the Collateral ratably with the other Initial Revolving Loans and the Term Loans.. #97913100v8

Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Second Amendment Effective Date: (ai) a certificate from the Secretary of each Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching attesting to the resolutions of such Loan Party’s board of directors (or similar consents adopted by such Loan Party approving or consenting to governing authority) authorizing its execution, delivery, and performance of this Incremental Amendment and the incurrence of the 2020 Incremental Revolving CommitmentsLoans, (B) certifying that each Organizational Document authorizing specific officers of such Loan Party either to execute this Incremental Amendment and the other Loan Documents, (xC) has attesting to the incumbency and signatures of such specific officers of such Loan Party, (D) attaching copies of each Loan Party’s Governing Documents (or certifying that Governing Documents delivered on or after the Closing Date remain in effect and have not been amended since the Closing Date or, in the case of any Loan Party which is an Additional Guarantor (as defined in the Guarantysuch delivery date), since which Governing Documents shall be certified by the date Secretary of such Loan Party’s Joinder Agreement to the Guaranty, or ; (yii) is attached as an exhibit to such certificate, certified copies of a certificate of status as of a recent date by with respect to each Loan Party that indicates that such Loan Party is in good standing in its jurisdiction of organization; (iii) a certificate of the appropriate governmental official, and certified by such Responsible Officer Borrower’s chief financial officer or treasurer certifying to the Solvency of Loan Parties taken as being in full force and effect a whole as of the Second Amendment Effective Date, (C) certifying (x) as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party or (y) that such incumbency has not been amended since last delivered to the Administrative Agent, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Second Amendment Effective Date; (b) a certificate from a senior financial officer of the Borrower, substantially consistent with Exhibit C of the Credit Agreement certifying that the Holding Companies and their Restricted Subsidiaries, on a consolidated basis Date immediately after giving effect to this Amendment and the transactions contemplated hereby (including the 2020 Incremental Revolving Commitments), are Solventhereby; (civ) a certificate signed by a Responsible Officer of an Authorized Person of the Borrower certifying that the conditions set forth in clauses (D)Net Leverage Ratio of the Borrower, (E) determined on a pro forma basis and (F) of this Section III have been satisfied; (d) a customary written opinion (addressed after giving effect to the Administrative Agent incurrence of the Incremental Loans, as of the last day of the most recently ended period of four (4) consecutive fiscal quarters for which financial statements are delivered or required to be delivered pursuant to Section 5.1 of the Credit Agreement does not exceed 2.50 to 1.00 and the Lenders and dated the Second Amendment Effective Date) of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Partiesattaching reasonably detailed calculations thereof; and (ev) customary filings as opinions of Xxxxx Xxxxx L.L.P., counsel to Loan Parties and PPGMR Law, PLLC, local Arkansas counsel to the Loan Parties, each in form and substance satisfactory to the Administrative Agent may reasonably require to assure that the 2020 Incremental Revolving Loans contemplated hereby are secured by the Collateral ratably with the other Initial Revolving Loans and the Term LoansAgent.