(e) No Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after the incurrence of the 2022 Incremental Revolving Commitment;
(f) The Administrative Agent shall have received a certificate, duly executed by an officer of the Borrower, certifying as to the satisfaction of the conditions referred to in Sections 5(d) and 5(e) above;
(g) The Administrative Agent shall have received opinions from (i) Wachtell, Lipton, Rosen & Katz in its capacity as counsel to the Loan Parties, (ii) Morris, Nichols, Arsht & Tunnell LLP, in its capacity as Delaware counsel to the Loan Parties and (iii) Seder & Chandler, LLP, in its capacity as Massachusetts counsel to the Loan Parties, in each case addressed to the Administrative Agent, the L/C Issuer, the Swingline Lender and the 2022 Incremental Revolving Lender;
(h) The Administrative Agent shall have received such certificates, resolutions or other documents of the Loan Parties as the Administrative Agent may reasonably require in connection herewith, including all documents and certificates it may reasonably request relating to (i) the organization, existence and good standing of the Loan Parties, (ii) the corporate or other authority of the Loan Parties to execute this Agreement and (iii) the incumbency of the officers of each of the Loan Parties executing this Agreement, and other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent;
(i) The Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) on the 2022 Incremental Amendment Closing Date from the Borrowers chief financial officer, treasurer or other officer with equivalent duties; and
(j) The Borrower shall have paid to the Administrative Agent all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent incurred in connection with this Agreement, any other documents prepared in connection herewith and the transactions contemplated hereby (including, without limitation, the reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Administrative Agent).
SECTION 6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
SECTION 7. Confirmation of Guarantees and Security Interests. By signing this Agreement, each of the Borrower and the Guarantor hereby confirms that (a) the obligations of the Loan Parties under the Credit Agreement as modified or supplemented hereby (including with respect to the 2022 Incremental Revolving Commitment contemplated by this Agreement) and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Credit Agreement, the Collateral Documents and the other Loan Documents, (ii) constitute Obligations as such term is defined in the Credit Agreement, subject to the qualifications and exceptions described therein, (iii) notwithstanding the effectiveness of the terms hereof, the Collateral Documents and the other Loan Documents, are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects and (b) the 2022 Incremental Revolving Lender shall be a Secured Party and a Lender (including without limitation for purposes of the definition of Required Lenders contained in Section 1.01 of the Credit Agreement) for all purposes of the Credit Agreement and the other Loan Documents. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations as increased hereby, subject to Section 6.10(a) of the Credit Agreement.
SECTION 8. Credit Agreement Governs. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle