SECTION 5.Amendment Effectiveness. The effectiveness of the amendments to the Credit Agreement contemplated hereby and the obligations of each 2017 Term Lender to make any 2017 Term Loans hereunder shall be subject to the satisfaction (or waiver by each 2017 Term Lender party hereto), on or prior to the May 30, 2017, of the following conditions (the first Business Day on which all conditions are so satisfied or waived and the 2017 Term Loans are made, the “Amendment No. 3 Effective Date”):
(a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrowers, Holdings and the Subsidiary Guarantors, (ii) the Administrative Agent and (iii) each 2017 Term Lender;
(b) the Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Holdings, the Borrowers and each Subsidiary Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment;
(c) the Administrative Agent shall have received (i) such documents and certifications (including Organization Documents and, to the extent available under applicable local law, good standing certificates) as the Administrative Agent may reasonably require to evidence that Holdings, the Borrowers and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing, and, to the extent available under local law, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(d) the Administrative Agent shall have received a Committed Loan Notice relating to the incurrence of the 2017 Term Loans;
(e) the Administrative Agent shall have received a solvency certificate executed by the chief financial officer or similar officer, director, manager or authorized signatory of the Parent Borrower (after giving effect to the repayment of the Existing Term Loans and the funding of the 2017 Term Loans to the Borrowers);
(f) the Administrative Agent shall have received an opinion of (i) Latham & Watkins LLP, special New York, Delaware, Texas and California counsel to the Loan Parties, and (ii) Herbert Smith Freehills LLP, United Kingdom counsel to the Administrative Agent and each 2017 Term Lender, in each case in form and substance reasonably satisfactory to the Administrative Agent;
(g) Holdings, the Borrowers and the Guarantors shall have provided the documentation and other information reasonably requested in writing prior to the Amendment No. 3 Effective Date by the 2017 Term Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act to the extent requested in writing no less than three (3) days in advance of the Amendment No. 3 Effective Date;
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