Common use of Conditions to Effectiveness of the Amendment Clause in Contracts

Conditions to Effectiveness of the Amendment. The amendments set forth in Section 1 hereof shall become effective only upon the satisfaction (or waiver) of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment No. 4 Effective Date”): A. The Administrative Agent shall have received this Amendment, duly executed and delivered by a duly authorized officer of each of (i) the Top Borrower, (ii) the Co-Borrower, (iii) each other Loan Party, (iv) the Administrative Agent, (v) Lenders constituting the Required Lenders under the Existing Credit Agreement immediately prior to the Amendment No. 4 Effective Date, (vi) the Initial Term Lenders party to this Amendment constituting the Required Term Lenders by the Approval Time (as defined below) and (vii) Bank of America, N.A., in its capacity as assignee pursuant to Section 4 hereof. B. The representations and warranties contained in Section 3, shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that any such representation or warranty qualified by materiality or as to Material Adverse Effect shall be true and correct in all respects as so qualified. C. On and as of the Amendment No. 4 Effective Date, immediately prior to and after giving effect to this Amendment, no Event of Default shall have occurred and be continuing. D. The Administrative Agent shall have received a certificate, dated the Amendment No. 4 Effective Date and signed by a Responsible Officer of the Top Borrower, certifying as to the representations and warranties in Sections 3.B and 3.C of this Amendment. E. The Top Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment No. 4 Effective Date) all accrued and unpaid interest on the Initial Term Loans outstanding immediately prior to the effectiveness of this Amendment on the Amendment No. 4 Effective Date to, but not including, the Amendment No. 4 Effective Date and, if applicable, shall have submitted a Committed Loan Notice in accordance with Section 2.02 of the Existing Credit Agreement. F. The Top Borrower shall have (i) paid, or caused to have been paid, to the Amendment No. 4 Arrangers, all fees and other amounts due and payable in connection with this Amendment on or prior to the date hereof and (ii) to the extent invoiced at least three Business Days prior to the Amendment No. 4 Effective Date (or such shorter period as the Top Borrower may reasonably agree), paid or reimbursed the Administrative Agent and the Amendment No. 4 Arrangers for all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, New York counsel to the Administrative Agent and the Amendment No. 4 Arrangers) required to be paid or reimbursed pursuant to Section 10.04 of the Existing Credit Agreement. G. The Borrowers shall have provided or caused to be provided the documentation and other information to the Lenders that are reasonably required by the applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the Amendment No. 4 Effective Date.

Conditions to Effectiveness of the Amendment. The amendments set forth in Section 1 hereof shall become effective only upon the satisfaction (or waiver) of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment No. 4 1 Effective Date”): A. The Administrative Agent shall have received an executed written consent approving the amendments and consents set forth herein and authorizing the Administrative Agent to enter into this Amendment from the Required Lenders. B. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (as applicable) of the Loan Parties and the authorization of this Amendment, duly executed all in form and delivered by a duly authorized officer of each of (i) the Top Borrower, (ii) the Co-Borrower, (iii) each other Loan Party, (iv) substance reasonably satisfactory to the Administrative Agent, (vAgent and its counsel and otherwise consistent with those delivered on the Closing Date in accordance with Section 4.01(c) Lenders constituting the Required Lenders under of the Existing Credit Agreement immediately prior to the Amendment No. 4 Effective Date, (vi) the Initial Term Lenders party to this Amendment constituting the Required Term Lenders by the Approval Time (as defined below) and (vii) Bank of America, N.A., in its capacity as assignee pursuant to Section 4 hereofAgreement. B. C. The representations and warranties contained in Section 3, 3 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 4 1 Effective Date, except immediately after giving effect to this Amendment; provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that any such representation or warranty qualified by materiality or as to Material Adverse Effect shall be true and correct in all material respects as so qualifiedof such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any such qualification therein) in all respects on such respective dates. C. D. On and as of the Amendment No. 4 1 Effective Date, immediately prior to and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. D. E. The Administrative Agent shall have received a certificate, dated as of the Amendment No. 4 1 Effective Date and Date, signed by a Responsible Officer of the Top Borrower, certifying as that the conditions set forth in Sections 2.C and 2.D are satisfied. F. To the extent invoiced at least one (1) Business Days prior to the representations Amendment No. 1 Effective Date (except as otherwise reasonably agreed by the Borrower), all fees and warranties in Sections 3.B expenses due to the Administrative Agent (including the fees and 3.C expenses of this Amendment. E. The Top Borrower counsel for the Administrative Agent) shall have been paid (or shall pay be paid substantially concurrently with the effectiveness of this Amendment on the Amendment No. 4 1 Effective Date) all accrued and unpaid interest on the Initial Term Loans outstanding immediately prior to the effectiveness of this Amendment on the Amendment No. 4 Effective Date to, but not including, the Amendment No. 4 Effective Date and, if applicable, shall have submitted a Committed Loan Notice in accordance with Section 2.02 of the Existing Credit Agreement). F. The Top Borrower shall have (i) paid, or caused to have been paid, to the Amendment No. 4 Arrangers, all fees and other amounts due and payable in connection with this Amendment on or prior to the date hereof and (ii) to G. To the extent invoiced reasonably requested at least three ten (10) Business Days prior to the Amendment No. 4 1 Effective Date Date, (or such shorter period as x) the Top Borrower may reasonably agree), paid or reimbursed shall have provided to the Administrative Agent and the Amendment No. 4 Arrangers for all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ each requesting ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, New York counsel to and the Administrative Agent and the Amendment No. 4 Arrangers) required to such Lender shall be paid or reimbursed pursuant to Section 10.04 of the Existing Credit Agreement. G. The Borrowers shall have provided or caused to be provided reasonably satisfied with, the documentation and other information to the Lenders that are reasonably required by the applicable regulatory authorities under so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership RegulationAct, in each case, case at least three (3) Business Days prior to the Amendment No. 4 1 Effective Date and (y) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent and each Lender that so requests a Beneficial Ownership Certification in relation to such Loan Party at least three (3) Business Days prior to the Amendment No. 1 Effective Date.

Conditions to Effectiveness of the Amendment. The amendments set forth in Section 1 hereof shall become effective only upon the satisfaction (or waiver) of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment No. 4 2 Effective Date”): A. The Administrative Agent shall have received this Amendment, duly executed and delivered by a duly authorized officer of each of signature pages to the Amendment from (i) the Top Borrower, (ii) the Co-Borrower, each Guarantor party hereto and (iii) each other Loan Party, (iv) the Administrative Agent, (v) Lenders constituting the Required Lenders Lender under the Existing Credit Agreement immediately prior to on the Amendment No. 4 2 Effective Date, Date (vi) immediately after giving effect to the Initial prepayment of outstanding Term Lenders party to this Amendment constituting the Required Term Lenders by the Approval Time (as defined below) and (vii) Bank of America, N.A., in its capacity as assignee pursuant to Section 4 hereofA Loans). B. The representations and warranties contained in Section 3, 3 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 4 2 Effective Date, except immediately after giving effect to this Amendment; provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that any such representation or warranty qualified by materiality or as to Material Adverse Effect shall be true and correct in all material respects as so qualifiedof such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any such qualification therein) in all respects on such respective dates. C. On and as of the Amendment No. 4 2 Effective Date, immediately prior to and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. D. The To the extent invoiced at least one (1) Business Day prior to the Amendment No. 2 Effective Date (except as otherwise reasonably agreed by the Borrower), the Administrative Agent shall have received a certificate, dated all fees and expenses required to be paid or reimbursed by the Borrower on or prior to the Amendment No. 4 2 Effective Date and signed by a Responsible Officer of the Top Borrower, certifying as to the representations and warranties in Sections 3.B and 3.C of connection with this Amendment. E. The Top Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment No. 4 Effective Date) all accrued and unpaid interest on the Initial Term Loans outstanding immediately prior to the effectiveness of this Amendment on the Amendment No. 4 Effective Date to, but not including, the Amendment No. 4 Effective Date and, if applicable, shall have submitted a Committed Loan Notice in accordance with Section 2.02 of the Existing Credit Agreement. F. The Top Borrower shall have (i) paid, or caused to have been paid, to the Amendment No. 4 Arrangers, all fees and other amounts due and payable in connection with this Amendment on or prior to the date hereof and (ii) to To the extent invoiced reasonably requested at least three ten (10) Business Days prior to the Amendment No. 4 2 Effective Date Date, (or such shorter period as x) the Top Borrower may reasonably agree), paid or reimbursed shall have provided to the Administrative Agent and the Amendment No. 4 Arrangers for all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ each requesting ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, New York counsel to and the Administrative Agent and the Amendment No. 4 Arrangers) required to such Lender shall be paid or reimbursed pursuant to Section 10.04 of the Existing Credit Agreement. G. The Borrowers shall have provided or caused to be provided reasonably satisfied with, the documentation and other information to the Lenders that are reasonably required by the applicable regulatory authorities under so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership RegulationAct, in each case, case at least three (3) Business Days prior to the Amendment No. 4 2 Effective Date.Date and (y) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent and each Lender that so requests a Beneficial Ownership Certification in relation to such Loan Party at least three (3) Business Days prior to the Amendment No. 2

Conditions to Effectiveness of the Amendment. The amendments set forth in Section 1 hereof shall become effective only upon the satisfaction (or waiver) of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment No. 4 1 Effective Date”): A. a. The Administrative Agent shall have received this Amendment, duly an executed written consent approving the amendments and delivered by a duly authorized officer of each of (i) the Top Borrower, (ii) the Co-Borrower, (iii) each other Loan Party, (iv) consents set forth herein and authorizing the Administrative Agent, Agent to enter into this Amendment from (vx) Existing Initial Term Lenders constituting all of the Lenders under the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date or (y) Existing Initial Term Lenders constituting the Required Lenders under the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date and the assignments contemplated by Section 4 of this Amendment. b. The Administrative Agent shall have received a certificate relating to the Borrower, dated as of the Amendment No. 1 Effective Date, which shall (viA) identify by name and title and bear the Initial Term Lenders party signatures of the officers of the Borrower (or other authorized signatories) who are authorized to sign this Amendment constituting Amendment, (B) contain copies of the Required Term Lenders Organizational Documents of the Borrower certified, if applicable, as of a recent date by the Approval Time (as defined below) relevant Governmental Authority of the jurisdiction of organization of the Borrower and (viiC) Bank include as an attachment a good standing certificate or equivalent, if applicable, for the Borrower issued by the relevant Governmental Authority of America, N.A., in its capacity as assignee pursuant to Section 4 hereofthe jurisdiction of organization of the Borrower. B. c. The representations and warranties contained in Section 3, 3 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 4 1 Effective Date, except immediately after giving effect to this Amendment; provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that any such representation or warranty qualified by materiality or as to Material Adverse Effect shall be true and correct in all material respects as so qualifiedof such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any such qualification therein) in all respects on such respective dates. C. d. On and as of the Amendment No. 4 1 Effective Date, immediately prior to and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. D. e. The Administrative Agent shall have received a certificate, dated as of the Amendment No. 4 1 Effective Date and Date, signed by a Responsible Officer of the Top Borrower, certifying as to that the representations and warranties conditions set forth in Sections 3.B 2.C and 3.C of this Amendment2.D are satisfied. E. f. The Top Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment No. 4 1 Effective Date) all accrued and unpaid interest on the Existing Initial Term Loans outstanding immediately to, but not including, the Amendment No. 1 Effective Date and shall have submitted an Interest Election Request in accordance with Section 2.08 of the Existing Credit Agreement. g. To the extent invoiced with reasonable detail at least two (2) Business Days prior to the Amendment No. 1 Effective Date (except as otherwise reasonably agreed by the Borrower), all fees and expenses due to the Administrative Agent, the Amendment No. 1 Arrangers and the Lenders required to be paid on the Amendment No. 1 Effective Date (including the fees and expenses of counsel for the Administrative Agent and the Amendment No. 1. Arranger) shall have been paid (or shall be paid substantially concurrently with the effectiveness of this Amendment on the Amendment No. 4 1 Effective Date to, but not including, Date). h. No later than three Business Days in advance of the Amendment No. 4 1 Effective Date andDate, if applicable, the Administrative Agent shall have submitted a Committed received all documentation and other information reasonably requested with respect to any Loan Notice Party in accordance with Section 2.02 writing by any Lender at least ten Business Days in advance of the Existing Credit Agreement. F. The Top Borrower shall have (i) paid, or caused to have been paid, to the Amendment No. 4 Arrangers1 Effective Date, all fees and other amounts due and payable in connection with this Amendment on which documentation or prior to the date hereof and (ii) to the extent invoiced at least three Business Days prior to the Amendment No. 4 Effective Date (or such shorter period as the Top Borrower may reasonably agree), paid or reimbursed the Administrative Agent and the Amendment No. 4 Arrangers for all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, New York counsel to the Administrative Agent and the Amendment No. 4 Arrangers) required to be paid or reimbursed pursuant to Section 10.04 of the Existing Credit Agreement. G. The Borrowers shall have provided or caused to be provided the documentation and other information to the Lenders that are reasonably is required by the applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the Patriot Act and the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the Amendment No. 4 Effective DateUSA PATRIOT Act.