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

Conditions to the Effectiveness of this Agreement. It shall be a condition precedent to the effectiveness of this Agreement that each of the following conditions are satisfied: (a) Administrative Agent shall have received fully executed counterparts of this Agreement; (b) the Parent Borrower shall have executed and delivered new Notes for the benefit of each Accepting Lender in the amount of such Accepting Lender’s Commitment; (c) the Parent Borrower shall have paid to the Administrative Agent a fee for the account of the Accepting Lenders based on their respective pro rata shares of the Temporary Increase Amount, in accordance with the terms of that certain Fee Letter (Temporary Increase), dated as of the date hereof, by and between Administrative Agent and the Parent Borrower; and (d) the Parent Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Agreement, including the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, in each case, to the extent that statements for such fees and expenses have been delivered to the Parent Borrower prior to the date hereof.

Conditions to the Effectiveness of this Agreement. It shall be a condition precedent to the effectiveness of this Agreement Amendment that each of the following conditions are satisfied: (a) Administrative Agent the parties hereto shall have received fully executed and delivered counterparts of this AgreementAmendment to the Administrative Agent; (b) the Parent Borrower each Guarantor shall have executed and delivered new Notes for the benefit a Reaffirmation of each Accepting Lender Guarantee Agreement, in the amount form of such Accepting Lender’s Commitmentthe Reaffirmation of Guarantee Agreement attached hereto as Exhibit A; (c) the Parent Administrative Agent shall have received such opinions as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment and any other amendments, modifications and supplements to the Loan Documents entered into in connection herewith; (d) no Default or Event of Default shall exist as of the Effective Date; (e) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 2013; (f) Borrower shall have paid to the Administrative Agent a fee for the account (on behalf of the Accepting Lenders based on their respective pro rata shares Lenders) an extension fee equal to 0.3333% of the Temporary Increase Amount, in accordance with the terms of that certain Fee Letter (Temporary Increase), dated as of the date hereof, by and between Administrative Agent and the Parent Borroweraggregate Commitments; and (dg) the Parent Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable and documented out-of-out of pocket costs and expenses expenses, including legal fees, incurred by the Administrative Agent in connection with this Agreement, including the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, in each case, to the extent that statements for such fees and expenses have been delivered to the Parent Borrower prior to the date hereofAmendment.

Conditions to the Effectiveness of this Agreement. It shall be a condition precedent to the effectiveness of this Agreement Amendment that each of the following conditions are satisfied: (a) Administrative Agent the parties hereto shall have received fully executed and delivered counterparts of this AgreementAmendment to the Administrative Agent; (b) the Parent Borrower each Guarantor shall have executed and delivered new Notes for the benefit a Reaffirmation of each Accepting Lender Amended and Restated Guaranty, in the amount form of such Accepting Lender’s Commitmentthe Reaffirmation of Amended and Restated Guaranty attached hereto as Exhibit A; (c) the Parent Administrative Agent shall have received such opinions as Administrative Agent may require (which opinions may be provided by in-house counsel to Borrower) concerning the due authorization, execution, delivery and enforceability of this Amendment and any other amendments, modifications and supplements to the Loan Documents entered into in connection herewith; (d) no Default or Event of Default shall exist as of the Effective Date; (e) Borrower shall have delivered to the Administrative Agent (i) a duly executed Compliance Certificate for the period ending June 30, 2013 demonstrating compliance with the financial covenants contained in the Credit Agreement, as amended by this Amendment, and (ii) a duly executed certificate executed by a Responsible Officer of Borrower demonstrating compliance with provisions of Section 2.8 of the Credit Agreement, as amended by this Amendment, and the calculations thereof; and (f) Borrower shall have paid to the Administrative Agent a fee for the account all of the Accepting Lenders based on their respective pro rata shares Administrative Agent’s reasonable out of the Temporary Increase Amount, in accordance with the terms of that certain Fee Letter (Temporary Increase), dated as of the date hereof, by and between Administrative Agent and the Parent Borrower; and (d) the Parent Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses expenses, including legal fees, incurred by the Administrative Agent in connection with this Agreement, including the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, in each case, to the extent that statements for such fees and expenses have been delivered to the Parent Borrower prior to the date hereofAmendment.

Conditions to the Effectiveness of this Agreement. It shall be a condition precedent to the effectiveness of this Agreement Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit A; (c) the Administrative Agent shall have received fully executed counterparts such opinions with respect to Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this AgreementAmendment; (bd) the Parent Borrower shall have executed and delivered new Notes for the benefit of to each Accepting Lender in the amount of such Accepting Lender’s Commitmentrequesting a promissory note; (ce) no Default or Event of Default shall exist as of the Parent Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 2015; (g) Borrower shall have paid to the Administrative Agent a fee for the account of the Accepting Lenders based on their respective pro rata shares of the Temporary Increase Amount, in accordance with the terms of that certain Fee Letter (Temporary Increase), dated as of the date hereof, by and between Administrative Agent and the Parent Borrower; andLenders all fees required to be paid in connection with this Amendment; (dh) the Parent Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable and documented out-of-out of pocket costs and expenses expenses, including legal fees, incurred by the Administrative Agent in connection with this Agreement, including the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, in each case, to the extent that statements for such fees and expenses have been delivered to the Parent Borrower prior to the date hereof.Amendment. la-1290464