Common use of Amendment Documents Clause in Contracts

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

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

Amendment Documents. The Administrative Agent Purchaser shall have received the followingfollowing documents, in each case in form and substance reasonably satisfactory to dated as of the Administrative Agent and the 2022 Supplemental Term LendersThird Amendment Effective Date: (i) an executed Notice of Borrowing with respect A joinder agreement to the 2022 Supplemental Term LoansSubsidiary Guaranty, in form and substance satisfactory to the Purchaser, duly executed by the Borrower TFCE and delivered by not later each of its subsidiaries (other than (A) 1:00 p.m. (New York time) at least three (3) Business Days prior to the Amendment No. 2 Effective Date for LIBOR Rate Loans (or such shorter period as the Administrative Agent may agreeSubsidiaries that are Special Purpose Entities), pursuant to which each of TFCE and (B) prior to 12:00 p.m. (New York time) at least three (3) Business Days prior to to the Amendment No. 2 Effective Date for Index Rate Loans, which Notice of Borrowing shall be deemed to be conditioned on the consummation of the Amendment No. 2 Transactionssuch subsidiaries becomes a Subsidiary Guarantor; (ii) counterparts A joinder agreement to the Security Agreement (MFN) dated as of this Amendment March 22, 2002, in form and substance satisfactory to the Purchaser, duly executed by TFCE and each of its subsidiaries (other than Subsidiaries that are Special Purpose Entities), pursuant to which TFCE and each of such subsidiaries grants to the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, the 2022 Supplemental Term Lenders Purchaser a valid first priority security interest in and the to its assets and other Lenders party hereto (properties as security for the avoidance of doubt, collectively constituting all payment and performance of the Lenders Guarantied Obligations (as of defined in the Amendment No. 2 Effective DateSubsidiary Guaranty); (iii) an executed legal opinion of Dechert LLP, counsel A joinder agreement to the Credit Parties addressed to the Administrative AgentIntellectual Property Security Agreement (MFN) dated as of March 22, the Collateral Agent and the Lenders and 2002, in form and substance reasonably satisfactory to LLCP, duly executed by TFCE and each of its subsidiaries (other than Subsidiaries that are Special Purpose Entities), pursuant to which TFCE and each of such subsidiaries grants to the Administrative Agent Purchaser a valid first priority security interest in and to Collateral (as defined in the Collateral AgentIntellectual Property Security Agreement (MFN)) as security for the payment and performance of the Secured Obligations (as defined therein); (iv) a certificate attesting A fourth amendment to the Solvency Pledge Agreement, in form and substance satisfactory to LLCP, duly executed by the Company, together with original stock certificates representing the shares of the Borrower and its SubsidiariesCapital Stock being pledged thereunder, on a consolidated basis, from the chief financial officer or other Authorized Officer of the Borrower (after giving effect to the incurrence of 2022 Supplemental Term Loans and the application of the proceeds therefrom), substantially together with undated stock powers executed in the form of the Solvency Certificate furnished on the Closing Date; andblank; (v) a certificate for each Credit PartyAn amendment to the Stock Pledge and Control Agreement (MFN) dated as of March 22, dated the Amendment No. 2 Effective Date2002, in form and substance satisfactory to LLCP, duly executed by TFCE and delivered by such Credit Party’s secretary or assistant secretaryTFC, managing member or general partnertogether with original stock certificates representing the shares of Capital Stock being pledged thereunder, or other Authorized Officer, as applicable, as to:together with undated stock powers executed in blank; (1vi) A Secretary’s Certificate from TFCE and each of its subsidiaries, in form and substance satisfactory to the Purchaser, duly executed by its Secretary, together with true, correct and complete copies of its charter and bylaws, resolutions of each such Person’s its board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and approving the execution, delivery and performance of this Amendment; (2) the incumbency agreements and signatures of its Authorized Officers other documents being executed and any other of its officers, managing member or general partner, delivered by it as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 2 Effective Date, contemplated hereunder and corporate and tax good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person.

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

Amendment Documents. The Administrative Agent Purchaser shall have received the followingfollowing documents, in each case in form and substance reasonably satisfactory to dated as of the Administrative Agent and the 2022 Supplemental Term LendersFirst Amendment Effective Date: (i) an executed Notice of Borrowing with respect A joinder agreement to the 2022 Supplemental Term LoansSubsidiary Guaranty, in form and substance satisfactory to the Purchaser, duly executed by 71270 Corp. pursuant to which 71720 Corp. becomes a Subsidiary Guarantor (and the Borrower and delivered by not later Company hereby represents that 71270 Corp. has no Subsidiaries other than (A) 1:00 p.m. (New York time) at least three (3) Business Days prior to the Amendment No. 2 Effective Date for LIBOR Rate Loans (or such shorter period as the Administrative Agent may agreeSubsidiaries that are Special Purpose Entities), and (B) prior to 12:00 p.m. (New York time) at least three (3) Business Days prior to to the Amendment No. 2 Effective Date for Index Rate Loans, which Notice of Borrowing shall be deemed to be conditioned on the consummation of the Amendment No. 2 Transactions; (ii) counterparts of this Amendment A joinder agreement to the Security Agreement (MFN), as amended, in form and substance satisfactory to the Purchaser, duly executed by 71720 Corp. and each of its subsidiaries (other than Subsidiaries that are Special Purpose Entities), pursuant to which 71720 Corp. and each of such subsidiaries grants to the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, the 2022 Supplemental Term Lenders Purchaser a valid first priority security interest in and the to its assets and other Lenders party hereto (properties as security for the avoidance of doubt, collectively constituting all payment and performance of the Lenders Guarantied Obligations (as of defined in the Amendment No. 2 Effective DateSubsidiary Guaranty); (iii) an executed legal opinion of Dechert LLP, counsel A joinder agreement to the Credit Parties addressed to the Administrative AgentIntellectual Property Security Agreement (MFN), the Collateral Agent and the Lenders and as amended, in form and substance reasonably satisfactory to LLCP, duly executed by 71720 Corp. and each of its subsidiaries (other than Subsidiaries that are Special Purpose Entities), pursuant to which 71270 Corp. and each of such subsidiaries grants to the Administrative Agent Purchaser a valid first priority security interest in and to Collateral (as defined in the Collateral AgentIntellectual Property Security Agreement (MFN), as amended) as security for the payment and performance of the Secured Obligations (as defined therein); (iv) a certificate attesting A sixth amendment to the Solvency Pledge Agreement, in form and substance satisfactory to LLCP, duly executed by the Company, together with original stock certificates representing the shares of the Borrower and its SubsidiariesCapital Stock being pledged thereunder, on a consolidated basis, from the chief financial officer or other Authorized Officer of the Borrower (after giving effect to the incurrence of 2022 Supplemental Term Loans and the application of the proceeds therefrom), substantially together with undated stock powers executed in the form of the Solvency Certificate furnished on the Closing Date; andblank; (v) a certificate for A Secretary’s Certificate from 71270 Corp. and each Credit Partyof its subsidiaries, dated in form and substance satisfactory to the Amendment No. 2 Effective DatePurchaser, duly executed by its Secretary, together with true, correct and delivered by such Credit Party’s secretary or assistant secretarycomplete copies of its charter and bylaws, managing member or general partner, or other Authorized Officer, as applicable, as to: (1) resolutions of each such Person’s its board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and approving the execution, delivery and performance of this Amendment; (2) the incumbency agreements and signatures of its Authorized Officers other documents being executed and any other of its officers, managing member or general partner, delivered by it as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 2 Effective Date, contemplated hereunder and corporate and tax good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person.

Amendment Documents. (a) This Agreement duly executed by the parties thereto. (b) The Administrative Agent shall have received New Arrangement Fee Letter duly executed by the followingparties thereto. (c) The New Syndication Letter duly executed by the parties thereto. (d) The following deeds of confirmation or, in each as the case in form and substance reasonably satisfactory to the Administrative Agent and the 2022 Supplemental Term Lendersmay be, confirmation agreements: (i) an executed Notice a deed of Borrowing with confirmation between ParentCo, the Borrower and the Security Agent in respect to of the 2022 Supplemental Term LoansShare Charge (Borrower) and the Share Charge (Cayman Guarantor), duly executed by the Borrower and delivered by not later than (A) 1:00 p.m. (New York time) at least three (3) Business Days prior to the Amendment No. 2 Effective Date for LIBOR Rate Loans (or such shorter period as the Administrative Agent may agree), and (B) prior to 12:00 p.m. (New York time) at least three (3) Business Days prior to to the Amendment No. 2 Effective Date for Index Rate Loans, which Notice of Borrowing shall be deemed to be conditioned on the consummation of the Amendment No. 2 Transactionsparties thereto; (ii) counterparts a deed of this Amendment confirmation between the Borrower and the Security Agent in respect of the Share Charge (HK Guarantor), duly executed by the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, the 2022 Supplemental Term Lenders and the other Lenders party hereto (for the avoidance of doubt, collectively constituting all of the Lenders as of the Amendment No. 2 Effective Date)parties thereto; (iii) an executed legal opinion a deed of Dechert LLP, counsel to confirmation between the Credit Parties addressed to the Administrative Agent, the Collateral Agent Borrower and the Lenders and Security Agent in form and substance reasonably satisfactory to respect of the Administrative Agent and Debenture (Borrower), duly executed by the Collateral Agentparties thereto; (iv) a certificate attesting to deed of confirmation between the Solvency HK Guarantor and the Security Agent in respect of the Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer or other Authorized Officer of the Borrower Debenture (after giving effect to the incurrence of 2022 Supplemental Term Loans and the application of the proceeds therefromHK Guarantor), substantially in duly executed by the form of the Solvency Certificate furnished on the Closing Date; andparties thereto; (v) a certificate for each Credit Party, dated deed of confirmation between the Amendment No. 2 Effective DateCayman Guarantor and the Security Agent in respect of the Debenture (Cayman Guarantor), duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (1) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment and the execution, delivery and performance of this Amendmentparties thereto; (2vi) a confirmation agreement between the incumbency HK Guarantor and signatures the Security Agent in respect of its Authorized Officers the Equity Pledge (WOFE Guarantor), duly executed by the parties thereto; (vii) a confirmation agreement between the Borrower and any other the Security Agent in respect of its officersthe Account Pledge Agreement (relating to accounts of the Borrower), managing member or general partnerduly executed by the parties thereto; (viii) a confirmation agreement between the HK Guarantor and the Security Agent in respect of the Account Pledge Agreement (relating to accounts of the HK Guarantor), as applicable, authorized to act with respect to this Amendmentduly executed by the parties thereto; and (3ix) each such Person’s Organization Documents, as amended, modified or supplemented as a confirmation agreement between the Cayman Guarantor and the Security Agent in respect of the Amendment No. 2 Account Pledge Agreement (relating to accounts of the Cayman Guarantor), duly executed by the parties thereto. (e) The Distribution Account Charge duly executed by the parties thereto. (f) The Guarantee Documents duly executed by the parties thereto. (g) A copy of all notices required to be sent, and acknowledgments thereto required to be delivered, under the Distribution Account Charge executed by the applicable parties as required by the Distribution Account Charge (where such notices and acknowledgments are required to be delivered on the date of execution of the Distribution Account Charge or otherwise before the Effective Date, ). (h) All documents of title and good standing certificates, each certified by deliverables required to be provided under the appropriate officer or official body Distribution Account Charge upon execution of the jurisdiction of organization of such PersonDistribution Account Charge or otherwise prior to the Effective Date.

Amendment Documents. The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent and the 2022 Supplemental Term Lenders: (i) an executed Notice of To the extent applicable, a Borrowing with respect Request for Second Amendment Incremental Revolving Loans to be funded on the 2022 Supplemental Term LoansSecond Amendment Effective Date, duly executed by the Borrower and which may be delivered by not later than (A) 1:00 p.m. (New York time) at least three (3) Business Days on or prior to the Second Amendment No. 2 Effective Date for LIBOR Rate Loans (or such shorter period as the Administrative Agent may agree), and (B) prior to 12:00 p.m. (New York time) at least three (3) Business Days prior to to the Amendment No. 2 Effective Date for Index Rate Loans, which Notice of Borrowing shall be deemed to be conditioned on the consummation occurrence of the Second Amendment No. 2 TransactionsEffective Date; (ii) counterparts of this Second Amendment executed by the Borrower, the GuarantorsLoan Parties, the Administrative Agent, the Collateral AgentSecond Amendment Incremental Revolving Lenders, the 2022 Supplemental Term Consenting Revolving Lenders and the other Lenders party hereto (for the avoidance of doubt, collectively constituting all of the Lenders as of the Amendment No. 2 Effective Date)Issuing Banks; (iii) an executed a customary legal opinion of Dechert from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Credit Parties addressed to the Administrative Agent, the Collateral Agent Borrower and the Lenders and in form and substance reasonably satisfactory other Loan Parties with respect to the Administrative Agent and the Collateral Agentmatters of New York law; (iv) (i) a certificate from each Loan Party, signed by a Responsible Officer of each such Loan Party, and attested to by another Responsible Officer of such Loan Party, together with (x) copies of the certificate or articles of incorporation and by-laws (or, in each case, other equivalent organizational documents), as applicable, of each such Loan Party, (y) the resolutions of such Loan Party referred to in such certificate, and (z) a signature and incumbency certificate to the officers of such persons executing the Loan Documents and (ii) certificates of good standing or status (to the extent that such concepts exist) for the Loan Parties from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization or formation of such Loan Parties (in each case, to the extent applicable); and (v) a certificate attesting to the Solvency solvency of the Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer (or other Authorized Officer officer with equivalent duties) of the Borrower (after giving effect to any Second Amendment Incremental Revolving Loans incurred on the incurrence of 2022 Supplemental Term Loans and the application of the proceeds therefromSecond Amendment Effective Date), substantially in the form of the Solvency Certificate furnished on the Closing Date; and (v) a certificate for each Credit Party, dated the Amendment No. 2 Effective Date, duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (1) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, Exhibit P to the extent relevant, all aspects of this Amendment and the execution, delivery and performance of this Amendment; (2) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to this Amendment; and (3) each such Person’s Organization Documents, as amended, modified or supplemented as of the Amendment No. 2 Effective Date, and good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such PersonExisting Credit Agreement.