Ninth Amendment Effective Date

Ninth Amendment Effective Date. Means the date all conditions set forth in Paragraph 13 of the Ninth Amendment are satisfied.

Ninth Amendment Effective Date. The effectiveness of this Amendment and the agreement of each Tranche A Term Lender to make a Tranche A Term Loan to the Borrower is subject to the satisfaction of each of the following conditions (the date on which such conditions are satisfied, the "Ninth Amendment Effective Date"): (a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of Holdings and the Borrower; (b) The Administrative Agent shall have... received a Lender Addendum executed and delivered by each Tranche A Term Lender; (c) The Administrative Agent shall have received (i) a Guarantee and Collateral Acknowledgement substantially in the form attached hereto as Exhibit B, executed and delivered by each Loan Party (other than ABG) and (ii) a Guarantee Acknowledgement substantially in the form attached hereto as Exhibit C, executed and delivered by ABG. (d) (x) The Borrower shall have delivered all documentation and information as is reasonably requested in writing by the Tranche A Term Lenders at least three days prior to the anticipated Ninth Amendment Effective Date required by U.S. regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (y) to the extent the Borrower qualifies as a "legal entity customer" under 31 C.F.R. § 1010.230 (the "Beneficial Ownership Regulation"), at least five days prior to the Ninth Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower at least ten days prior to the Ninth Amendment Effective Date, a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation (a "Beneficial Ownership Certification") in relation to the Borrower shall have received such Beneficial Ownership Certification. (e) The Administrative Agent shall have received all fees required to be paid to the Administrative Agent, the Joint Lead Arranger and the Tranche A Term Lenders for the account of such parties in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) and other compensation due and payable to the Administrative Agent, the Joint Lead Arranger and the Tranche A Term Lenders on or prior to the Ninth Amendment Effective Date. (f) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Ninth Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (g) The Administrative Agent shall have received an executed legal opinion of Kirkland & Ellis LLP, counsel to the Borrower and its subsidiaries, substantially in the form of Exhibit E to the Credit Agreement, addressed to the Administrative Agent and the Tranche A Term Lenders as of the Ninth Amendment Effective Date. (h) The Administrative Agent shall have received a solvency certificate in form and substance reasonably satisfactory to it from a Responsible Officer of the Borrower that shall document the solvency of the Borrower and its Subsidiaries after giving effect to the Tranche A Term Loans and the application of the proceeds thereof. (i) No Default or Event of Default shall have occurred and be continuing or would immediately result from the Tranche A Term Loans requested to be made or from the application of the proceeds therefrom. (j) Each of the representations and warranties set forth in Section 4 of the Credit Agreement (as amended by this Amendment) shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the Ninth Amendment Effective Date as if made on such date, except to the extent that such representations and warranties expressly relate solely to a specific earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date and in all respects if any such representation and warranty is qualified by materiality). (k) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower stating the Borrower's compliance with the conditions set forth in clauses (i) and (j) above of this Section 5. (l) The Administrative Agent shall have received a completed "Life-of-Loan" Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto) and, with respect to any Mortgaged Property on which any improvement is located in a special flood hazard area, evidence of flood insurance as and to the extent required under the Credit Agreement. View More

Ninth Amendment Effective Date. Has the meaning assigned thereto in Ninth Amendment.

Ninth Amendment Effective Date. ‘Ninth Amendment Effective Date’ has the meaning set forth in the Ninth Amendment.

Ninth Amendment Effective Date. Means the date on which all of the conditions precedent set forth in Section 6 of the Ninth Amendment shall have been satisfied.

Ninth Amendment Effective Date. The date on which the Ninth Amendment, dated as of March 28, 2013, to this Agreement becomes effective.