Common use of Conditions to Amendment Effective Date Clause in Contracts

Conditions to Amendment Effective Date. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction (or waiver in accordance with Section 9.02 of the Existing Credit Agreement) of the following conditions precedent: (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as arranger of this Amendment (in such capacity the “Amendment Arranger”) (or its counsel) shall have received, from each of the Company, the Administrative Agent and Lenders that in the aggregate constitute the Required Lenders under the Existing Credit Agreement as of the Amendment Effective Date, a counterpart of this Amendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment); (b) the Amendment Arranger shall have received from the Company: (i) resolutions and other evidence of authority authorizing this Amendment and the other transactions contemplated hereby and by the Amended Credit Agreement, (ii) a short-form good standing certificate or the equivalent, if any, in the jurisdiction of organization of the Company and (iii) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Amendment and the other Loan Documents and attaching such Person’s certificate of incorporation and bylaws or other equivalent organizational documents; (c) the Amendment Arranger shall have received, at least three (3) Business Days prior to the Amendment Effective Date, solely in respect of the Company and any Foreign Subsidiary Borrower, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent reasonably requested by any Lender seven (7) Business Days prior to the Amendment Effective Date; (d) the Amendment Arranger shall have received a certificate, dated the Amendment Effective Date and signed on behalf of the Company by the President, a Vice President or a Financial Officer of the Company, certifying as to the items set forth in Section 3 as of the Amendment Effective Date; and (e) the Amendment Arranger shall have received, or substantially concurrently with the Amendment Effective Date shall receive, all expenses required to be paid by the applicable Loan Parties on the Amendment Effective Date under the Existing Credit Agreement or the amended and restated commitment letter dated September 19, 2017 among the Company and the arrangers party thereto (the “Arrangers”), including the Amendment Arranger (the “Commitment Letter”) (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Amendment Arranger) to the extent invoiced to the Company at least two (2) Business Days prior to the Amendment Effective Date (or such later date as the Company shall permit in its reasonable discretion). Upon the occurrence of the Amendment Effective Date, (i) this Amendment shall be a binding agreement between the parties hereto and their permitted assigns under the Existing Credit Agreement (and, following the Amendment Closing Date, the Amended Credit Agreement) and (ii) each party hereto agrees that their commitments and consents to this Amendment, once delivered, are irrevocable and may not be withdrawn. Notwithstanding the foregoing, this Amendment shall terminate and shall be of no further force and effect if the Amendment Closing Date shall not have occurred on or prior to March 2, 2018 (the “Termination Date”).

Conditions to Amendment Effective Date. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction (or waiver in accordance with Section 9.02 of the Existing Credit Agreement) of the following conditions precedent: : (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as arranger of this Amendment (in such capacity the “Amendment Arranger”) (or its counsel) Administrative Agent shall have received, from each of the CompanyBorrower, the Administrative Agent and Lenders that in the aggregate constitute the Required Lenders under the Existing Credit Agreement as of the Amendment Effective Date, a counterpart of this Amendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment); party; (b) the Amendment Arranger Administrative Agent shall have received from the Company: (i) resolutions such legal opinions, documents, certificates and other evidence of authority authorizing this Amendment instruments as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and the other transactions contemplated hereby and by the Amended Credit Agreement, (ii) a short-form good standing certificate of the Borrower, the authorization of the Transactions and any other legal matters relating the Borrower, the Loan Documents or the equivalentTransactions, if any, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the jurisdiction list of organization of the Company and (iii) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Amendment and the other Loan Documents and attaching such Person’s certificate of incorporation and bylaws or other equivalent organizational documents; closing documents attached as ▇▇▇▇▇ ▇▇ hereto; (c) the Amendment Arranger Administrative Agent shall have received, at least three five (35) Business Days days prior to the Amendment Effective Date, solely in respect of the Company and any Foreign Subsidiary Borrower, (i) all documentation and other information required by regulatory authorities under regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the PATRIOT Patriot Act, to the extent reasonably requested by any Lender seven in writing of the Borrower at least ten (710) Business Days days prior to the Amendment Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Effective Date; , any Lender that has requested, in a written notice to the Borrower at least ten (10) days prior to the Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied); (d) the Amendment Arranger Administrative Agent shall have received a certificateevidence reasonably satisfactory to it that the Administrative Agent, dated the Amendment Effective Date and signed on behalf of the Company Secured Parties, holds a perfected Lien upon the Collateral having the priority required by the PresidentCollateral Documents and that is perfected to the extent required by the Collateral Documents, or that arrangements reasonably satisfactory to the Administrative Agent for so perfecting such Liens are in place; (e) each document (including any Uniform Commercial Code financing statements) required by the Collateral Documents or under law to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Vice President or a Financial Officer perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Encumbrances that would have priority over the Liens in favor of the CompanyAdministrative Agent pursuant to any applicable law), certifying as shall be in proper form for filing, registration or recordation; and (f) the Administrative Agent shall have received payment of all fees and other amounts due and payable on or prior to the items set forth in Section 3 as of the Amendment Effective Date; and (e) the Amendment Arranger shall have received, or substantially concurrently with the Amendment Effective Date shall receive, all expenses required to be paid by the applicable Loan Parties on the Amendment Effective Date under the Existing Credit Agreement or the amended and restated commitment letter dated September 19, 2017 among the Company and the arrangers party thereto (the “Arrangers”), including the Amendment Arranger (the “Commitment Letter”) (including, without limitation, the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees, charges expenses (including reasonable out-of-pocket fees and disbursements expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Amendment ArrangerAdministrative Agent) to the extent invoiced to the Company at least two (2) Business Days prior to the Amendment Effective Date (or such later date as the Company shall permit in its reasonable discretion). Upon the occurrence of the Amendment Effective Date, (i) connection with this Amendment shall be a binding agreement between the parties hereto and their permitted assigns under in accordance with Section 9.03(a) of the Existing Credit Agreement (and, following the Amendment Closing Date, the Amended Credit Agreement) and (ii) each party hereto agrees that their commitments and consents to this Amendment, once delivered, are irrevocable and may not be withdrawn. Notwithstanding the foregoing, this Amendment shall terminate and shall be of no further force and effect if the Amendment Closing Date shall not have occurred on or prior to March 2, 2018 (the “Termination Date”).

Conditions to Amendment Effective Date. This Amendment (other than the amendments and other modifications set forth in Article I, except that the modifications relating to the Capitalization Transaction shall become effective as of on the date hereof hereof) shall initially become effective on the first date (the “Amendment Effective Date”) upon satisfaction (or waiver in accordance with Section 9.02 of the Existing Credit Agreement) on which each of the following conditions precedenthave been satisfied: (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as arranger of this 3.1 This Amendment (in such capacity the “Amendment Arranger”) (or its counsel) shall have received, from each of is duly executed and delivered by the Company, the Administrative Agent and Lenders that in the aggregate constitute the Required Lenders under Lenders. (a) No Default or Event of Default shall have occurred and be continuing immediately before and after giving effect to this Amendment on the Existing Amendment Effective Date and (b) the representations in Section 6 of the Credit Agreement Agreement, to the extent already qualified by materiality, are true and correct in all respects, and, if not so already qualified, are true and correct in all material respects, in any case on and as of the Amendment Effective Date, a counterpart of this Amendment, signed Date as if made on behalf and as of such party date (which may include facsimile or other electronic transmission of unless stated to relate to a signed signature page of this Amendment); (b) the Amendment Arranger shall have received from the Company: (i) resolutions and other evidence of authority authorizing this Amendment and the other transactions contemplated hereby and by the Amended Credit Agreement, (ii) a short-form good standing certificate or the equivalent, if anyspecific earlier date, in the jurisdiction which case such representations and warranties shall be true and correct in all material respects as of organization of the Company and (iii) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Amendment and the other Loan Documents and attaching such Person’s certificate of incorporation and bylaws or other equivalent organizational documents;earlier date). (c) the Amendment Arranger shall have received, at least three (3) Business Days prior to the Amendment Effective Date, solely in respect of the Company and any Foreign Subsidiary Borrower, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent reasonably requested by any Lender seven (7) Business Days prior to the Amendment Effective Date; (d) the Amendment Arranger 3.3 The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed on behalf of the Company by the President, a Vice President or a Financial Officer responsible officer of the Company, certifying as to confirming the items set forth matters specified in Section 3 as of the Amendment Effective Date; and3.2. (e) the Amendment Arranger 3.4 The Administrative Agent shall have received, or substantially concurrently with for the Amendment Effective Date shall receivebenefit of each Lender that has provided its signature hereto to the Administrative Agent no later than 3:00 p.m., all expenses required New York City time, on May 31, 2018, an amendment fee in an amount equal to be paid by 0.025% of the applicable Loan Parties amount of such Lender’s Commitment on the Amendment Effective Date under (immediately after giving effect to the Existing Credit Agreement or reduction thereof pursuant to Section 3.6 below, e.g. based on $650.0 million of aggregate outstanding Commitments). 3.5 The Administrative Agent shall have received, for the amended and restated commitment letter dated September 19account of the applicable Person, 2017 among (a) any fees owing from the Company in respect of this Amendment as separately agreed in writing by the Company and (b) reimbursement or payment of all the arrangers party thereto Administrative Agent’s reasonable and documented out-of-pocket expenses (the “Arrangers”), including the Amendment Arranger (the “Commitment Letter”) (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel counsel) incurred in connection with this Amendment. 3.6 The Company shall have reduced the aggregate amount of the Commitments to an amount not greater than $650.0 million pursuant to Section 5.4(a) of the Amendment Arranger) Existing Credit Agreement. The Required Lenders hereby agree to modify the extent invoiced to prior notice period for delivery by the Company at least two (2) Business Days prior to the Amendment Effective Date (or of a notice reducing such later date as the Company shall permit in its reasonable discretion). Upon the occurrence Commitments for purposes of this Section 3.6, so that such notice can be delivered on the Amendment Effective Date, (i) this Amendment shall be a binding agreement between the parties hereto and their permitted assigns under the Existing Credit Agreement (and, following the Amendment Closing Date, the Amended Credit Agreement) and (ii) each party hereto agrees that their commitments and consents to this Amendment, once delivered, are irrevocable and may not be withdrawn. Notwithstanding the foregoing, this Amendment shall terminate and shall be of no further force and effect if the Amendment Closing Date shall not have occurred on or prior to March 2, 2018 (the “Termination Date”).