Common use of Conditions to Effectiveness of this Agreement Clause in Contracts

Conditions to Effectiveness of this Agreement. This Amendment No. 2 to Loan Agreement shall become effective on the date of the fulfillment (to the satisfaction of the Agent) of the following conditions precedent: (a) This Amendment No. 2 shall have been executed and delivered to the Agent by a duly authorized representative of the Borrowers, the Agent and each Bank. (b) The Borrowers shall have executed and delivered to each of the Banks its Substituted Note. (c) The Borrowers shall pay to the Agents all fees provided for in the fee letter dated November 21, 2000. (d) The Agent shall have received a Compliance Certificate from the Borrowers dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 2, no Default or Event of Default shall exist, shall be true. (e) The Agent shall have received copies of the following: (i) Copies of all corporate action taken by each of the Borrowers to authorize the execution, delivery and performance of this Amendment No. 2, the Substituted Notes and the transactions contemplated hereby, certified by its secretary; (ii) A certificate from the secretary of each Original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct as of the date hereof; (iii) The certificates of incorporation or certificates of limited partnership, as the case may be, of each of the Additional Borrowers, certified by the Secretary of State of their respective states of organization; (iv) The by-laws of each of the corporate Additional Borrowers, certified by their respective secretaries; (v) Good standing certificates as of a recent date, with respect to each of the Additional Borrowers from the Secretary of State of their respective states of incorporation and each state in which each of them is qualified to do business; and (vi) An incumbency certificate (with specimen signatures) with respect to each of the Borrowers. (f) All legal matters incident hereto shall be satisfactory to the Agent and its counsel.

Conditions to Effectiveness of this Agreement. This Amendment No. 2 The Related Closing Date shall not occur for the applicable Related Loan and no party hereto will be obligated to Loan Agreement shall become effective on the date of the fulfillment (take, fulfill or perform any action hereunder as it relates to the satisfaction of Related Loan or the Agent) Related Receivables, until each of the following conditions precedenthave been satisfied, in the sole discretion of the Administrative Agent: (a) This Amendment No. 2 Each Basic Document (other than any Hedging Agreements and the Blocked Account Control Agreement) shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received complete and, where applicable, executed versions of all other documents, instruments, agreements and legal opinions specified in the Schedule of Documents, each in form and substance satisfactory to the Agent by a duly authorized representative Administrative Agent; provided, that delivery of the Borrowerslegal opinions described in Item 8 of the Schedule of Documents will not be a condition to the Pool 3 Closing Date, the Agent and each BankPool 4 Closing Date, or the Pool 5 Closing Date. (b) The Borrowers shall have executed and delivered to each of the Banks its Substituted Note. (c) The Borrowers shall pay to the Agents all fees provided for in the fee letter dated November 21, 2000. (d) The Administrative Agent shall have received a Compliance Certificate from the Borrowers dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 2, no Default or Event of Default shall exist, shall be true. (e) The Agent shall have received copies of the following: (i) Copies satisfactory evidence that the Borrower, Lendbuzz, Lendbuzz Funding, and the Account Bank have obtained all required consents and approvals of all corporate action taken by each of the Borrowers Persons, including all requisite Governmental Authorities, to authorize the execution, delivery and performance of this Amendment No. 2, Agreement and the Substituted Notes other Basic Documents to which each is a party and the consummation of the transactions contemplated hereby, certified by its secretary; hereby or thereby or (ii) A certificate an Officer’s Certificate from the secretary of each Original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct as of the date hereof; (iii) The certificates of incorporation or certificates of limited partnership, as the case may be, of each of the Additional BorrowersBorrower, certified by Lendbuzz, Lendbuzz Funding, and the Secretary Account Bank, in form and substance satisfactory to the Administrative Agent, affirming that no such consents or approvals are required; it being understood that the acceptance of State such evidence or Officer’s Certificate shall in no way limit the recourse of their respective states the Administrative Agent or any Secured Party against Lendbuzz, Lendbuzz Funding, or the Borrower for a breach of organization;Lendbuzz’s, Lendbuzz Funding’s, or the Borrower’s representation or warranty that all such consents and approvals have, in fact, been obtained. (ivc) The by-laws of Borrower, the Lendbuzz, and Lendbuzz Funding shall each of be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s Certificate to the corporate Additional Borrowers, certified by their respective secretaries;Administrative Agent as to this and other closing matters. (vd) Good standing certificates as of a recent date, with respect The Borrower shall have paid all fees required to each of be paid by it on the Additional Borrowers from the Secretary of State of their respective states of incorporation and each state in which each of them is qualified to do business; andRelated Closing Date. (vie) An incumbency certificate (with specimen signatures) with respect to each No Event of the BorrowersDefault or Unmatured Event of Default shall have occurred. (f) All legal matters incident hereto No Servicer Termination Event or Unmatured Servicer Termination Event shall be satisfactory to the Agent and its counselhave occurred.

Conditions to Effectiveness of this Agreement. This Amendment No. 2 to Loan Agreement shall become be effective on the date upon satisfaction of each of the fulfillment (following conditions precedent to the satisfaction of the Administrative Agent) of the following conditions precedent: (a) This Amendment No. 2 the Administrative Agent shall have been received counterparts of this Agreement, duly executed and delivered to by the Agent by a duly authorized representative of the BorrowersAdministrative Agent, the Agent Required Lenders, the Swingline Lender and each Bank.the Issuing Lender; (b) The Borrowers the Administrative Agent shall have received counterparts of this Agreement, duly executed by the Borrower and delivered duly acknowledged and agreed to by each of the Banks its Substituted Note.Subsidiary Guarantor; (c) The Borrowers the Administrative Agent shall pay have received counterparts of joinders to the Agents all fees provided Subsidiary Guaranty Agreement and the Security Agreement, duly executed by each of Global Power Professional Services Inc., ▇▇▇▇▇▇ Construction Services, Inc. and Steam Enterprises, L.L.C., together with certificates of authority for in each of the fee letter dated November 21, 2000.foregoing authorizing the foregoing; (d) The [Intentionally omitted]; (e) [Intentionally omitted]; (f) the Administrative Agent shall have received a Compliance Certificate from the Borrowers dated Borrower, for the date hereof account of each Lender which has timely executed this Agreement, a waiver and amendment fee equal to fifteen basis points (0.15%) of the matters certified therein, including, without limitation, that Revolving Credit Commitment of such Lender (based upon the Aggregate Revolving Commitments of the Lenders of $100,000,000 after giving effect to the terms this Agreement), which waiver and conditions of this Amendment No. 2, no Default or Event of Default shall exist, amendment fee shall be true.fully earned and non-refundable upon receipt; (eg) The the Administrative Agent shall have received copies from the Borrower the payment of all costs and fees of the following:Administrative Agent which are unpaid and invoiced prior to the date of this Agreement; (h) the Administrative Agent shall have received stock powers executed in blank with respect to any pledged stock certificates which the Administrative Agent shall require; and (i) Copies of all corporate action taken by each of the Borrowers to authorize the executionAdministrative Agent shall have received, delivery in form and performance of this Amendment No. 2, the Substituted Notes and the transactions contemplated hereby, certified by its secretary; (ii) A certificate from the secretary of each Original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct as of the date hereof; (iii) The certificates of incorporation or certificates of limited partnership, as the case may be, of each of the Additional Borrowers, certified by the Secretary of State of their respective states of organization; (iv) The by-laws of each of the corporate Additional Borrowers, certified by their respective secretaries; (v) Good standing certificates as of a recent date, with respect to each of the Additional Borrowers from the Secretary of State of their respective states of incorporation and each state in which each of them is qualified to do business; and (vi) An incumbency certificate (with specimen signatures) with respect to each of the Borrowers. (f) All legal matters incident hereto shall be substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions to Effectiveness of this Agreement. This Amendment No. The effectiveness of the agreements set forth in this Agreement and of the amendments set forth in Section 2 to Loan Agreement of this Agreement, shall become effective on the date of (the fulfillment (to the satisfaction of the Agent“Amendment No. 7 Effective Date”) when each of the following conditions precedentshall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreement: (a) This Amendment No. 2 the Administrative Agent shall have been executed received from (x) each Loan Party, and delivered (y) Lenders constituting the Required Lenders either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent by (which may include telecopy or electronic transmission of a duly authorized representative signed signature page of the Borrowers, the Agent and each Bank.this Agreement) that such party has signed a counterpart of this Agreement; (b) The Borrowers shall have executed and delivered to each of the Banks its Substituted Note. (c) The Borrowers shall pay to the Agents all fees provided for in the fee letter dated November 21, 2000. (d) The Administrative Agent shall have received a Compliance Certificate from certificate of the Borrowers Borrower, dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 27 Effective Date, certifying that (i) the representations and warranties set forth in Section 4 hereof shall be true and correct, and (ii) no Default or Event of Default shall exist, shall be true. (e) The Agent shall have received copies of the following: (i) Copies of all corporate action taken by each of the Borrowers to authorize exist or would result from the execution, delivery and performance of this Agreement; (c) the Administrative Agent shall have received, on behalf of each Lender that shall have delivered an executed signature page to this Agreement, and released such signature page, on or prior to 12:00 p.m. (New York time) on March 14, 2022, payment of a non-refundable consent fee in an amount equal to 0.25% multiplied by the sum of the aggregate principal amount of Term Loans and Revolving Commitments held by such Lender, which consent fee shall be earned in full on the Amendment No. 27 Effective Date, to the Substituted Notes and extent that the transactions contemplated hereby, certified by its secretaryAmendment No. 7 Effective Date occurs; (iid) A certificate from the secretary Administrative Agent shall have received evidence that all cash and Cash Equivalents of each Original Borrower Gohealth Holdings LLC shall have been transferred to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct as deposit account number 01068338302 of the date hereof; (iii) Borrower that is maintained at The certificates of incorporation or certificates of limited partnership, as the case may be, of each of the Additional Borrowers, certified by the Secretary of State of their respective states of organization; (iv) The by-laws of each of the corporate Additional Borrowers, certified by their respective secretaries; (v) Good standing certificates as of a recent date, with respect Huntington National Bank and subject to each of the Additional Borrowers from the Secretary of State of their respective states of incorporation and each state in which each of them is qualified to do businessan Account Control Agreement; and (vie) An incumbency certificate (with specimen signatures) with respect the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to each be paid or reimbursed under Section 9.03 of the Borrowers. (f) All legal matters incident hereto shall be satisfactory Credit Agreement on the Amendment No. 7 Effective Date, for which invoices have been presented at least one Business Day prior to the Agent and its counselAmendment No. 7 Effective Date.

Conditions to Effectiveness of this Agreement. This Amendment No. 2 Notwithstanding anything to Loan the contrary set forth herein, this Agreement shall become effective on the date of the fulfillment (upon satisfaction in a manner reasonably satisfactory to the satisfaction Administrative Agent of the Agent) each of the following conditions precedentconditions: (a) This Amendment No. 2 shall have been executed and delivered the delivery to the Administrative Agent of this Agreement executed by a duly authorized representative of the Borrowerseach Credit Party, the Administrative Agent and each Bank.the Requisite Lenders; (b) The Borrowers shall have executed and delivered the delivery to each the Administrative Agent of a copy of the Banks its Substituted Note.fully executed Corresponding Second Lien Amendment, and evidence that all conditions contained therein (other than the effectiveness of this Agreement) have been satisfied; (c) The Borrowers the Company shall pay have paid to the Agents all fees provided Administrative Agent in immediately available Dollars, for the benefit of each Lender who has delivered an executed signature page to this Agreement on or prior to 5:00 P.M., New York City time, on March 5, 2010 (collectively, the “Signing Lenders”), a non-refundable fee in the fee letter dated November 21, 2000. (d) The Agent shall have received a Compliance Certificate from the Borrowers dated the date hereof an aggregate amount equal to .03% of each such Signing Lender’s Revolving Commitment and the matters certified thereinoutstanding principal balance of the Term Loans held by each such Signing Lender, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 2, no Default or Event of Default shall exist, which fee shall be true. (e) The Agent shall have received copies of the following: (i) Copies of all corporate action taken by each of the Borrowers to authorize the execution, delivery nonrefundable for any reason and performance of this Amendment No. 2, the Substituted Notes fully earned and the transactions contemplated hereby, certified by its secretary; (ii) A certificate from the secretary of each Original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct payable as of the date hereof; (iiid) The certificates of incorporation or certificates of limited partnershipthe Company shall have paid all fees then due and payable to the Administrative Agent pursuant to the Credit Documents and, as to the case may be, of each of the Additional Borrowers, certified extent invoiced by the Secretary Administrative Agent not less than two (2) Business Days prior to the Fourth Amendment Effective Date, shall have reimbursed the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in connection with this Agreement, including, without limitation, the preparation, negotiation and execution of State this Agreement (including reasonable attorney’s fees of their respective states of organizationcounsel to the Administrative Agent); (ive) The by-laws of each the accuracy of the corporate Additional Borrowers, certified by their respective secretaries; (v) Good standing certificates as of a recent date, with respect to each of the Additional Borrowers from the Secretary of State of their respective states of incorporation representations and each state warranties contained in which each of them is qualified to do businessSection 4 hereof; and (vi) An incumbency certificate (with specimen signatures) with respect to each of the Borrowers. (f) All legal matters incident hereto no Default or Event of Default under the Credit Agreement shall have occurred and be satisfactory to the Agent and its counselcontinuing.

Conditions to Effectiveness of this Agreement. This Agreement and the provisions hereof (other than Sections 2 and 3) shall become effective as of the date (the “Signing Date”) of the satisfaction (or waiver by the Amendment No. 2 to Loan Agreement shall become effective on the date Revolving Lenders) of each of the fulfillment (to the satisfaction of the Agent) of the following conditions precedentprecedent set forth in this Section 5: (a) This the Administrative Agent shall have received from the Borrower, each Guarantor, each Amendment No. 2 shall have been 1 Revolving Lender and the Administrative Agent an executed and delivered counterpart hereof or other confirmation (in form satisfactory to the Agent by Administrative Agent) that such party has signed a duly authorized representative of the Borrowers, the Agent and each Bank.counterpart hereof; (b) The Borrowers shall have executed and delivered to each of the Banks its Substituted Note. (c) The Borrowers shall pay to the Agents all fees provided for in the fee letter dated November 21, 2000. (d) The Administrative Agent shall have received a Compliance Certificate from certificate of a Responsible Officer of the Borrowers dated Company certifying the date hereof accuracy of the representations set forth in Section 4(a) and (c) of this Agreement; (c) the Borrower shall have paid all fees and reasonable expenses incurred by the Administrative Agent and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 21 Revolving Lenders in connection with this Agreement (including the reasonable fees, no Default or Event charges and disbursements of Default shall exist, shall be true.counsel for the Administrative Agent and any fees pursuant to the Amendment No. 1 Fee Letters); (d) [REDACTED] (e) The the Administrative Agent shall have received copies of the following: (i) Copies of all corporate action taken by each of the Borrowers to authorize the execution, delivery and performance of this Amendment No. 2, the Substituted Notes and the transactions contemplated hereby, certified by its secretary; (ii) A a certificate from the secretary of each Original Borrower to Loan Party (other than the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct Company), dated as of the date hereof; Signing Date, executed by a secretary, assistant secretary or other senior officer (iii) The certificates of incorporation or certificates of limited partnership, as the case may be) thereof, of each which shall (I) certify that attached thereto is a true and complete copy of the Additional Borrowersresolutions or written consents of its shareholders, board of directors, board of managers, members or other governing body authorizing the entry into this Agreement and, in the case of the Borrower, the borrowings, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (II) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign this Agreement on the Signing Date and (III) certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of such Loan Party (or articles of association or other equivalent thereof) and a true and correct copy of its by-laws or operating, management, partnership or similar agreement and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified by therein as being the Secretary only amendments thereto as of State of their respective states of organizationsuch date); (ivf) The by-laws the Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, Delaware counsel to the applicable Loan Parties and (iii) Meitar Law Offices, Israeli counsel to the Loan Parties, each of in a form reasonably satisfactory to the corporate Additional Borrowers, certified by their respective secretariesAdministrative Agent and dated the Amendment No. 1 Amendment Effective Date; (vg) Good standing certificates as of a recent dateeach Amendment No. 1 Revolving Lender shall have received, with respect to each sufficiently in advance of the Additional Borrowers from Amendment No. 1 Amendment Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Secretary of State of their respective states of incorporation United States PATRIOT Act that has been reasonably requested by such Amendment No. 1 Revolving Lender at least ten (10) Business Days prior to the Amendment No. 1 Amendment Effective Date; (h) each Amendment No. 1 Revolving Lender shall have delivered to the Administrative Agent (x) an Administrative Questionnaire and each state in which each of them is qualified to do business(y) and such other documents as it shall reasonably require; and (vii) An incumbency the Administrative Agent shall have received a solvency certificate (with specimen signatures) with respect to each dated as of the Borrowers. (f) All legal matters incident hereto shall be satisfactory Signing Date in substantially the form of Exhibit E to the Agent Credit Agreement (as modified to give effect to the consummation of the transactions contemplated by this Agreement and the effectiveness of the Revolving Facility) from a Responsible Officer of the Company (or, at the option of the Borrower, a third party opinion as to the solvency of the Borrower and its counselsubsidiaries on a consolidated basis issued by a nationally recognized firm).

Conditions to Effectiveness of this Agreement. This Amendment No. 2 1 to Loan Agreement shall become effective on the date of the fulfillment (to the satisfaction of the Agent) of the following conditions precedent: (a) This Amendment No. 2 1 shall have been executed and delivered to the Agent by a duly authorized representative of the Borrowers, the Agent and each Bank. (b) The Borrowers shall have executed and delivered to each of the Banks Fleet, Key and NationsBank, N.A. its Substituted Replacement Note. (c) The Borrowers shall pay to the Agents all fees provided for in the fee letter dated November 21, 2000. (d) The Agent shall have received a Compliance Certificate from the Borrowers dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 21, no Default or Event of Default shall exist, shall be true. (ed) The Agent shall have received copies of the -the following: (i) Copies of all corporate action taken by each of the Borrowers to authorize the execution, delivery and performance of this Amendment No. 21, the Substituted Replacement Notes and the transactions contemplated hereby, certified by its secretary; (ii) A certificate from the secretary of each Original original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct as of the date hereof; (iii) The certificates of incorporation or certificates of limited partnership, as the case may be, of each of the Additional Borrowers, certified by the Secretary of State of their respective states of organization; (iv) The by-laws of each of the corporate Additional Borrowers, certified by their respective secretaries; (v) Good standing certificates as of a recent date, with respect to each of the Additional Borrowers from the Secretary of State of their respective states of incorporation and each state in which each of them is qualified to do business; and (vi) An incumbency certificate (with specimen signatures) with respect to each of the Borrowers. (fe) All legal matters incident hereto shall be satisfactory to the Agent and its counsel.

Conditions to Effectiveness of this Agreement. This Amendment No. 2 Notwithstanding anything to Loan the contrary set forth herein, this Agreement shall become effective on the date of the fulfillment (upon satisfaction in a manner reasonably satisfactory to the satisfaction Administrative Agent of the Agent) each of the following conditions precedentconditions: (a) This Amendment No. 2 shall have been executed and delivered the delivery to the Administrative Agent of this Agreement executed by a duly authorized representative of the Borrowerseach Credit Party, the Administrative Agent and each Bank.the Requisite Lenders; (b) The Borrowers shall have the delivery to Administrative Agent of a fully executed Second Lien Payoff Letter; Consent and delivered Amendment No. 5 to each of the Banks its Substituted Note.First Lien Credit and Guaranty Agreement (c) The Borrowers the Company shall pay have paid to the Agents all fees provided Administrative Agent in immediately available Dollars, for the benefit of each Lender who has delivered an executed signature page to this Agreement on or prior to 5:00 P.M., New York City time, on September 24, 2010 (collectively, the “Signing Lenders”), a non-refundable fee in the fee letter dated November 21, 2000. (d) The Agent shall have received a Compliance Certificate from the Borrowers dated the date hereof an aggregate amount equal to .20% of each such Signing Lender’s Revolving Commitment and the matters certified thereinoutstanding principal balance of the Term Loans held by each such Signing Lender, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 2, no Default or Event of Default shall exist, which fee shall be true. (e) The Agent shall have received copies of the following: (i) Copies of all corporate action taken by each of the Borrowers to authorize the execution, delivery non-refundable for any reason and performance of this Amendment No. 2, the Substituted Notes fully earned and the transactions contemplated hereby, certified by its secretary; (ii) A certificate from the secretary of each Original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct payable as of the date hereof; (iiid) The certificates of incorporation or certificates of limited partnershipthe Company shall have paid all fees then due and payable to the Administrative Agent pursuant to the Credit Documents and, as to the case may be, of each of the Additional Borrowers, certified extent invoiced by the Secretary Administrative Agent not less than two (2) Business Days prior to the Fifth Amendment Effective Date, shall have reimbursed the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in connection with this Agreement, including, without limitation, the preparation, negotiation and execution of State this Agreement (including reasonable attorney’s fees of their respective states of organizationcounsel to the Administrative Agent); (ive) The by-laws of each the accuracy of the corporate Additional Borrowers, certified by their respective secretaries; (v) Good standing certificates as of a recent date, with respect to each of the Additional Borrowers from the Secretary of State of their respective states of incorporation representations and each state warranties contained in which each of them is qualified to do businessSection 4 hereof; and (vi) An incumbency certificate (with specimen signatures) with respect to each of the Borrowers. (f) All legal matters incident hereto no Default or Event of Default under the Credit Agreement shall have occurred and be satisfactory to the Agent and its counselcontinuing.

Conditions to Effectiveness of this Agreement. This Amendment No. 2 The obligations of the Lenders to Loan Agreement make Loans hereunder shall not become effective on until the date of the fulfillment (to the satisfaction of the Agent) on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.02): (a) This Amendment No. 2 The Administrative Agent and the Lenders (or their respective counsel) shall have been executed and delivered received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent by a duly authorized representative at the direction of the BorrowersRequired Lenders (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinion, certificates, documents, instruments and agreements as the Agent Lenders shall reasonably request in connection with the Transactions, all in form and each Banksubstance satisfactory to the Lenders and their respective counsel. (b) The Borrowers Administrative Agent and the Lenders (or their respective counsel) shall have executed received, on behalf of itself, the other Agents and delivered the Lenders, a favorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel for the Loan Parties, addressed to each of the Banks its Substituted NoteAgents and the Lenders from time to time party thereto and in a form reasonably satisfactory to the Lenders. (c) The Borrowers Lenders (or their respective counsel) shall pay to the Agents all fees provided for have received a solvency certificate in the fee letter form of Exhibit J to this Agreement, dated November 21, 2000the Closing Date and signed by the chief financial officer of Holdings. (d) The Agent Lenders (or their respective counsel) shall have received a Compliance Certificate from such documents and certificates as the Borrowers dated the date hereof and the matters certified therein, including, without limitation, that after giving effect Lenders or their respective counsel may reasonably request relating to the terms organization, existence and conditions good standing of this Amendment No. 2the Loan Parties, no Default the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or Event of Default shall existthe Transactions, shall be trueall in form and substance satisfactory to the Lenders. (e) There shall not be any investigation or review pending (or to the knowledge of Holdings, threatened) by any Governmental Authority with respect to Holdings or any of its Subsidiaries, that could reasonably be expected to have a Material Adverse Effect and there are no actions, suits, inquiries, investigations or proceedings pending (or to the knowledge of Holdings, threatened) against or affecting Holdings or any of its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before any governmental entity, in each case that could reasonably be expected to have a Material Adverse Effect. (f) There shall not have occurred any event, development or circumstance since January 1, 2015 that has had or could reasonably be expected to have a Material Adverse Effect. (g) [Reserved]. (h) The Administrative Agent shall have received copies (i) a fully executed copy of the following:Fee Letter and (ii) all Administrative Agent Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the fees and expenses of Ropes & ▇▇▇▇ LLP), and the fees and expenses of any counsel, local counsel, foreign counsel, appraisers, consultants and other advisors required to be reimbursed or paid by Borrower hereunder or under any other Loan Document or the Backstop Agreement (including the fees and expenses of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and Opportune LLP). (i) Copies of all corporate action taken Subject to Section 5.17, the Security Documents shall have been duly executed by each of the Borrowers Loan Party that is to authorize the execution, delivery be a party thereto and performance of this Amendment No. 2, the Substituted Notes and the transactions contemplated hereby, certified by its secretary; (ii) A certificate from the secretary of each Original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is shall be in full force and effect on the Closing Date. Subject to Section 5.17, the Collateral and is true and correct as of Guarantee Requirement shall have been satisfied substantially simultaneously with the date hereof;initial Credit Extensions to be made on the Closing Date. (iiij) The certificates of incorporation Lenders (or certificates of limited partnership, as the case may be, of each of the Additional Borrowers, certified by the Secretary of State of their respective states of organization; (ivcounsel) The by-laws of each of the corporate Additional Borrowers, certified by their respective secretaries; (v) Good standing certificates as of shall have received a recent date, Perfection Certificate with respect to each the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Borrower, and shall have received the results of a search of the Additional Borrowers from the Secretary of State of their respective states of incorporation and each state in which each of them is qualified to do business; and Uniform Commercial Code filings (vior equivalent filings) An incumbency certificate (with specimen signatures) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the Borrowersfinancing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Lenders that any Liens not permitted under Section 6.02 have been or will be contemporaneously released or terminated. (fk) All legal matters incident hereto The Administrative Agent and the Lenders (or their respective counsel) shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance satisfactory to the Lenders. (l) The Lenders shall have received the financial statements and report referred to in Section 3.04. (m) The Lenders shall have received, to the extent requested at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (n) All principal, premium, if any, interest, fees and other amounts due under the Predecessor Credit Agreement shall have been or will be, substantially simultaneously with the initial funding of the Loans on the Closing Date, discharged, satisfied and terminated (provided, that certain amounts due under the Predecessor Credit Agreement may be deemed Indebtedness hereunder) and the Lenders shall have received reasonably satisfactory evidence thereof. All guarantees and security in support of principal, premium, if any, interest, fees or other amounts due under the Predecessor Credit Agreement shall have been or will be, substantially simultaneously with the initial funding of the Loans on the Closing Date, discharged and released and the Lenders shall have received reasonably satisfactory evidence thereof. It is understood and acknowledged by the Administrative Agent and its counselthe Lenders that the Confirmation Order shall satisfy this Section 4.01(n).

Conditions to Effectiveness of this Agreement. This Amendment No. 2 Notwithstanding anything to Loan the contrary set forth herein, this Agreement shall become effective on the date of the fulfillment (upon satisfaction in a manner reasonably satisfactory to the satisfaction Administrative Agent of the Agent) each of the following conditions precedentconditions: (a) This Amendment No. 2 shall have been executed and delivered the delivery to the Administrative Agent of this Agreement executed by a duly authorized representative of the Borrowerseach Credit Party, the Administrative Agent and each Bank.the Requisite Lenders; (b) The Borrowers shall have executed and delivered the delivery to each the Administrative Agent of a copy of the Banks its Substituted Note.fully executed Corresponding First Lien Amendment, and evidence that all conditions contained therein (other than the effectiveness of this Agreement) have been satisfied; (c) The Borrowers the Borrower shall pay have paid to the Agents all fees provided Administrative Agent in immediately available Dollars, for the benefit of each Lender who has delivered an executed signature page to this Agreement on or prior to 5:00 P.M., New York City time, on March 5, 2010 (collectively, the “Signing Lenders”), a non-refundable fee in an aggregate amount equal to .03% of each such Signing Lender’s Loan Exposure as of the Third Amendment Effective Date, which fee letter dated November 21, 2000. (d) The Agent shall have received a Compliance Certificate from the Borrowers dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Amendment No. 2, no Default or Event of Default shall exist, shall be true. (e) The Agent shall have received copies of the following: (i) Copies of all corporate action taken by each of the Borrowers to authorize the execution, delivery non-refundable for any reason and performance of this Amendment No. 2, the Substituted Notes fully earned and the transactions contemplated hereby, certified by its secretary; (ii) A certificate from the secretary of each Original Borrower to the effect that its Certificate of Incorporation and By-laws delivered to the Agent pursuant to the Original Loan Agreement have not been amended since the date of such delivery and that each such document is in full force and effect and is true and correct payable as of the date hereof; (iiid) The certificates of incorporation or certificates of limited partnershipthe Borrower shall have paid all fees then due and payable to the Administrative Agent pursuant to the Credit Documents and, as to the case may be, of each of the Additional Borrowers, certified extent invoiced by the Secretary Administrative Agent not less than two (2) Business Days prior to the Third Amendment Effective Date, shall have reimbursed the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in connection with this Agreement, including, without limitation, the preparation, negotiation and execution of State this Agreement (including reasonable attorney’s fees of their respective states of organizationcounsel to the Administrative Agent); (ive) The by-laws of each the accuracy of the corporate Additional Borrowers, certified by their respective secretaries; (v) Good standing certificates as of a recent date, with respect to each of the Additional Borrowers from the Secretary of State of their respective states of incorporation representations and each state warranties contained in which each of them is qualified to do businessSection 4 hereof; and (vi) An incumbency certificate (with specimen signatures) with respect to each of the Borrowers. (f) All legal matters incident hereto no Default or Event of Default under the Credit Agreement shall have occurred and be satisfactory to the Agent and its counselcontinuing.