EFFECTIVENESS; AMENDMENT. This Amendment and the Credit Agreement shall become effective as of the date (the “Second Amendment Effective Date”) on which (i) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (a) the Borrowers, (b) Holdings, (c) the Subsidiary Guarantors listed on Schedule I attached hereto, (d) the Administrative Agent, (e), the Collateral Agent, (f) CS Toronto and (g) the Required Lenders, (ii) each of the conditions set forth in Sections 4.02(a) and (b) of the Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect, dated as of the Second Amendment Effective Date and signed by a Responsible Officer of the Specified U.S. Borrower, (iii) the Administrative Agent shall have received such customary closing certificates and documentation as shall be reasonably requested by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.01 of the Credit Agreement and (iv) all fees and expenses due and payable to the Administrative Agent or any Lender on or prior to the Second Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document, in each case to the extent invoiced no later than 11:00 a.m. on the Second Amendment Effective Date, shall have been paid.
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EFFECTIVENESS; AMENDMENT. This Amendment Agreement and the Amended and Restated Credit Agreement shall become effective as of the date (the “Second Amendment Restatement Effective Date”) on which (i) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment Agreement that, when taken together, bear the signatures of (a) the Borrowers, (b) Holdings, (c) the Subsidiary Guarantors listed on Schedule I attached hereto, (d) the Administrative Agent, (e), the Collateral Agent, (f) CS Toronto and (g) the Required Supermajority Lenders, (ii) each of the conditions set forth in Sections 4.02(a) and (b) of the Amended and Restated Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect, dated as of the Second Amendment Restatement Effective Date and signed by a Responsible Officer of the Specified U.S. Borrower, (iii) the Administrative Agent shall have received such customary legal opinions, board resolutions and other closing certificates and documentation as shall be reasonably requested by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.01 of the Original Credit Agreement and (iv) all fees and expenses due and payable to the Administrative Agent or any Lender on or prior to the Second Amendment Restatement Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document, in each case to the extent invoiced no later than 11:00 a.m. on the Second Amendment Restatement Effective Date, shall have been paid.
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