Common use of Subsidiary Organizational Documents, Legal Opinions, Etc Clause in Contracts

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will deliver to each Lender and the Collateral Agent, together with such Loan Documents described in this Section 9.7, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (A) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (B) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral Agent, as to (A) the due organization and good standing of such Subsidiary, (B) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (C) the enforceability of such Loan Documents against such Subsidiary and (D) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral Agent.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, Documents and (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent and its counsel; provided, that Administrative Agent may agree in its sole discretion, that obtaining any such opinion is impossible, impractical or unreasonably burdensome or expensive, and Administrative Agent may, in its sole discretion, consent to a waiver of the Collateral delivery of any such opinion (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize Administrative Agent, in its sole discretion and from time to time, to grant such waivers).

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements Domestic Pledge Agreement or Foreign Pledge Agreement, as applicable, evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a another Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital StockStock (or such other Collateral Document as is appropriate), accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to Administrative Agent (or the Collateral Agentequivalent thereof in any other jurisdiction), and (iv) if requested by Administrative Agent, a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization or incorporation and good standing (where applicable) of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any 95 Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, and (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent and its counsel; provided, that Administrative Agent may agree in its sole discretion, that obtaining any such opinion is impossible, impractical or unreasonably burdensome or expensive, and Administrative Agent may, in its sole discretion, consent to a waiver of the Collateral delivery of any such opinion (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize Administrative Agent, in its sole discretion and from time to time, to grant such waivers).

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, Documents and (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its 103 counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent and its counsel; provided, that Administrative Agent may agree in its sole discretion, that obtaining any such opinion is impossible, impractical or unreasonably burdensome or expensive, and Administrative Agent may, in its sole discretion, consent to a waiver of the Collateral delivery of any such opinion (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize Administrative Agent, in its sole discretion and from time to time, to grant such waivers).

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Significant Subsidiary’s Organizational Documents, together with, if such Significant Subsidiary is a Canadian Subsidiary or U.S. Domestic Significant Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Significant Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Significant Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Significant Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Significant Subsidiary by such Principal Company or a Significant Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such Significant Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Significant Subsidiary, (Bb) the due authorization, execution and delivery by such Significant Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Significant Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably 72 Credit Agreement request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7required pursuant to subsection 6.7A, (i) certified copies of such Subsidiary’s the Organizational DocumentsDocuments of each Subsidiary Guarantor executing a counterpart of the Subsidiary Guaranty and the Pledge Agreement, Foreign Pledge Agreements or Security Agreement, as the case may be, pursuant to subsection 6.7A or any Subsidiary the Capital Stock of which has been pledged pursuant to the Pledge Agreement, the Security Agreement or the Foreign Pledge Agreements, as the case may be, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Subsidiary, with a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary Guarantor as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary Guarantor approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary Guarantor executing such Loan Documents, and (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary if reasonably requested by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such SubsidiarySubsidiary Guarantor, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such SubsidiarySubsidiary Guarantor, (Bb) the due authorization, execution and delivery by such Subsidiary Guarantor of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary Guarantor and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance reasonably satisfactory to the Collateral Agent.Administrative Agent and its counsel. 110

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal The Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such any Loan Documents described required to be delivered pursuant to this subsection 6.8, and in this Section 9.7any event promptly after the formation of any new Subsidiary of Holdings, (i) certified copies of such Subsidiary’s the Organizational DocumentsDocuments of each newly formed or acquired Subsidiary of Holdings, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Material Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the 102 CREDIT AGREEMENT extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) if such Subsidiary is a Material Domestic Subsidiary, a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, and (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of if such Subsidiary by such Principal Company or is a Subsidiary of such Principal Company that owns such Capital StockMaterial Domestic Subsidiary, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Administrative Agent or the Collateral Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent and its counsel and the Collateral AgentAgent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, and (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to Administrative Agent and its counsel; provided, that the Collateral Administrative Agent may agree in its sole discretion, that obtaining any such opinion is impossible, impractical or unreasonably burdensome or expensive, and the Administrative Agent may, in its sole discretion, consent to a waiver of the delivery of any such opinion (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize the Administrative Agent, in its sole discretion and from time to time, to grant such waivers).

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7required pursuant to subsection 6.7A, (i) certified copies of such Subsidiary’s the Organizational DocumentsDocuments of each Subsidiary Guarantor executing a counterpart of the Subsidiary Guaranty and the Pledge Agreement, Foreign Pledge Agreements or Security Agreement, as the case may be, pursuant to subsection 6.7A or any Subsidiary the Capital Stock of which has been pledged pursuant to the Pledge Agreement, the Security Agreement or the Foreign Pledge Agreements, as the case may be, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Subsidiary, with a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary Guarantor as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary Guarantor approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary Guarantor executing such Loan Documents, and (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary if reasonably requested by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such SubsidiarySubsidiary Guarantor, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such SubsidiarySubsidiary Guarantor, (Bb) the due authorization, execution and delivery by such Subsidiary Guarantor of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary Guarantor and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance reasonably satisfactory to the Collateral Agent.Administrative Agent and its counsel. 110 Table of Contents

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Subsidiary, with a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, Documents and (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent and its counsel; provided, that Administrative Agent may agree in its sole discretion, that obtaining any such opinion is impossible, impractical or unreasonably burdensome or expensive, and Administrative Agent may, in its sole discretion, consent to a waiver of the Collateral delivery of any such opinion (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize Administrative Agent, in its sole discretion and from time to time, to grant such waivers).

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Significant Subsidiary’s Organizational Documents, together with, if such Significant Subsidiary is a Canadian Subsidiary or U.S. Domestic Significant Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Significant Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Significant Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Significant Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Significant Subsidiary by such Principal Company or a Significant Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such Significant Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization valid existence and good standing of such Significant Subsidiary, (Bb) the due authorization, execution and delivery by such Significant Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Significant Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will Borrower shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Credit Documents, (i) certified copies of such Subsidiary’s 's Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Subsidiary, with a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person Subsidiary is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Credit Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Credit Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company Borrower or a Subsidiary of such Principal Company Borrower that owns such Capital Stock, accompanied by a any certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Credit Documents, (Cc) the enforceability of such Loan Credit Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Credit Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a)Parent or Borrower, the applicable Principal Company will as applicable, shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Credit Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Subsidiary, with a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person Subsidiary is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes Taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Credit Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Credit Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company Parent, Borrower or a Subsidiary of such Principal Company Borrower that owns such Capital Stock, accompanied by a any certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Credit Documents, (Cc) the enforceability of such Loan Credit Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Credit Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Person becomes a Subsidiary is required to become a Loan Party pursuant to Section 9.7(a)of Company after the date hereof, the applicable Principal Company will shall deliver to each Lender and the Collateral Administrative Agent, together with such the Loan Documents described in this Section 9.7required by subsections 6.8A and 6.8B hereof, (i) certified copies of such Subsidiary’s 's Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) if the parent of such Subsidiary is Company or a Domestic Subsidiary, an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate all certificates evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will Borrower shall deliver to each Lender and the Collateral Administrative Agent, together with such Loan Documents described in this Section 9.7Documents, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company Borrower or a Subsidiary of such Principal Company Borrower that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside the general counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will Borrowers shall deliver to each Lender and the Collateral Administrative Agent, together with such the Loan Documents described referred to in this Section 9.7subsections 6.8A and 6.8B, (i) certified copies of such Subsidiary’s the Organizational DocumentsDocuments of any Subsidiaries referred to in subsections 6.8A and 6.8B, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Administrative Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (Aa) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (Bb) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company Borrowers or a Subsidiary of such Principal Company Borrowers that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Administrative Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and its counsel, as to (Aa) the due organization and good standing of such Subsidiary, (Bb) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (Cc) the enforceability of such Loan Documents against such Subsidiary and (Dd) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Administrative Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral AgentAdministrative Agent and its counsel.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal The Company will deliver to each Lender and the Collateral Agent, together with such Loan Documents described in this Section 9.7, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Domestic Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, and each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (A) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (B) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements Agreement evidencing the pledge of the Capital Stock of such Subsidiary by such Principal the Company or a Subsidiary of such Principal the Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power powers duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral Agent, as to (A) the due organization and good standing of such Subsidiary, (B) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (C) the enforceability of such Loan Documents against such Subsidiary and (D) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral Agent.

Subsidiary Organizational Documents, Legal Opinions, Etc. In the event that any Subsidiary is required to become a Loan Party pursuant to Section 9.7(a), the applicable Principal Company will deliver to each Lender and the Collateral Agent, together with such Loan Documents described in this Section 9.7, (i) certified copies of such Subsidiary’s Organizational Documents, together with, if such Subsidiary is a Canadian Subsidiary or U.S. Subsidiary, a good standing certificate from the Secretary of State or equivalent of the jurisdiction of its organization and, if reasonably required by the Agent, each Second Amended & Restated Credit Agreement other state or province in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Lenders and the Collateral Agent, (ii) a certificate executed by the secretary or similar officer of such Subsidiary as to (A) the fact that the attached resolutions of the Governing Body of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (B) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, (iii) an executed supplement to the applicable Security Agreements evidencing the pledge of the Capital Stock of such Subsidiary by such Principal Company or a Subsidiary of such Principal Company that owns such Capital Stock, accompanied by a certificate evidencing such Capital Stock, together with an irrevocable undated stock power duly endorsed in blank and satisfactory in form and substance to the Collateral Agent, and (iv) a favorable opinion of outside counsel to such Subsidiary, from such counsel and in form and substance reasonably satisfactory to the Collateral Agent, as to (A) the due organization and good standing of such Subsidiary, (B) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (C) the enforceability of such Loan Documents against such Subsidiary and (D) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Collateral Agent may reasonably request, all of the foregoing to be satisfactory in form and substance to the Collateral Agent.