force and effect after, January 1, 2017 (it being understood, for the avoidance of doubt, that (i) for all purposes of the Credit Agreement, no such termination shall affect the validity of the Waiver prior to January 1, 2017, (ii) an immediate Event of Default shall be deemed to occur on January 1, 2017 upon such termination and (iii) Holdings must deliver the financial information described in both clauses (x) and (y) to prevent termination of the Waiver).
A.Holdings acknowledges and agrees that it shall deliver to the Administrative Agent and Lenders on or prior to December 14, 2016 the unaudited consolidated balance sheets of Parent and its Subsidiaries, and the related unaudited consolidated statements of income, stockholders’ equity and cash flows as of the end of, and for, Q3 2016, as applicable (it being understood, for the avoidance of doubt, such financial information shall not include notes, the Narrative Report or management’s discussion and analysis of financial condition and results of operations, Financial Officer Certification, Compliance Certificate and other disclosures, whether or not required by GAAP). Failure for five Business Days to comply with this Section II shall be deemed an immediate Event of Default.
B.Borrower acknowledges and agrees that, within 5 Business Days of the Effective Date of this Agreement, Borrower shall (i) prepay the Loans under the Credit Agreement and (ii) permanently reduce the Revolving Commitments, in each case, in an aggregate amount equal to $30 million. The Administrative Agent and the Requisite Lenders hereby acknowledge and agree that this Agreement constitutes written notice of such permanent reduction of the Revolving Commitments as contemplated by Section 2.13(b) of the Credit Agreement.
CONDITIONS TO EFFECTIVENESS
This Agreement shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Effective Date”):
A. Execution. Administrative Agent shall have received a counterpart signature page of this Agreement duly executed by each of the Credit Parties, the Administrative Agent, the Collateral Agent and the Requisite Lenders.
B. Representations and Warranties. The representations and warranties contained in Section IV hereof and in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.10, 4.12, 4.13, 4.14, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.25 and 4.26 of the Credit Agreement shall be true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.