Common use of Effectiveness; Conditions Precedent Clause in Contracts

Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each of the Borrowers, the Parent in its capacity as a guarantor, the Administrative Agent, and the Required Lenders; and (ii) such other certificates, instruments and documents as the Administrative Agent shall reasonably request; (b) the Borrowers shall have paid to each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. The effectiveness of this (a) This Seventh Amendment and the amendments to the Credit Agreement herein provided are subject to shall be effective only upon the satisfaction of each of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as of satisfaction, the “Second Seventh Amendment Effective Date”): (ai) Agent’s receipt of executed counterparts of this Seventh Amendment executed by all Borrowers, all Guarantors (if any), Agent and the Administrative Required Lenders; (ii) The representations and warranties in Section 3(a) and Section 3(b) shall be true and correct as of the Seventh Amendment Effective Date and Agent shall have received a certificate or certificates executed by a Senior Officer of each Borrower or MLP General Partner as of the following documents or instruments Seventh Amendment Effective Date, in form and substance reasonably acceptable satisfactory to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each of the Borrowers, the Parent in its capacity as a guarantor, the Administrative Agent, and the Required Lenders; and (ii) stating that such other certificates, instruments and documents as the Administrative Agent shall reasonably requestconditions hereof are satisfied; (biii) the Borrowers shall have paid to each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, all fees reasonable out-of-pocket costs and expenses payable to the Administrative of Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent for Agent) to the extent invoiced that the Borrower Agent has received an invoice therefor at least two Business Days prior to the date hereof) estimated to date shall have been paid in full Seventh Amendment Effective Date (without prejudice to final settling any post-closing settlement of accounts for such fees fees, costs and expensesexpenses to the extent not so invoiced); and (iv) Agent shall have received such documentation and other information as has been reasonably requested by Agent in connection with this Seventh Amendment and the transactions contemplated hereby.

Effectiveness; Conditions Precedent. The effectiveness of this Amendment This Amendment, and the amendments to the Credit Agreement herein provided are subject to in Section 1 hereof, shall become effective on the satisfaction of first Business Day on which the following conditions precedent are satisfied or waived (the first date on which all such conditions have been satisfied shall be referred to as date, the “Second Amendment Effective Date”): (a) the The Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each of the Borrowers, the Parent in its capacity as a guarantorBorrower, the Administrative Agent, Agent and the Required Lenders; and (ii) such other certificates, instruments and documents as the Administrative Agent shall reasonably request; (b) the Borrowers shall have paid to each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall counterparts may be fully earned and due on delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the Second Amendment Effective Date and shall be nonrefundable; and (c) delivery of original signature pages by each Person party hereto unless waived by the Administrative Agent, all . (b) All fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees fees, charges and expenses disbursements of counsel (directly to such counsel if requested by the Administrative Agent) to the Administrative Agent (to the extent due and payable under Section 10.04 of the Credit Agreement) to the extent invoiced prior to or on the date hereof) estimated , plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date hereof shall have been paid in full (without prejudice to provided that such estimate shall not thereafter preclude a final settling of accounts for such fees between the Borrower and expensesthe Administrative Agent).

Effectiveness; Conditions Precedent. The effectiveness of this Amendment This Agreement, including the increased Tranche D Commitments and the amendments to the Credit Agreement herein provided are subject to the satisfaction conversion of the following conditions precedent (Specified Deferred Payment Fee to Tranche D Loans, shall become effective on the first date on which all such each of the following conditions have been satisfied shall be referred to as or waived (such date, the “Second Seventeenth Amendment Effective Date”): (a) This Agreement shall have been executed on the Signing Date by the Administrative Agent, the Loan Parties and the Signatory Lenders (such execution not to be unreasonably US-DOCS\152190563.6 delayed or waived) and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the following documents or instruments other parties hereto. (b) ▇▇▇▇▇▇▇▇ has arranged for payment on the Seventeenth Amendment Effective Date of all reasonable and documented out-of-pocket fees and expenses then due and payable pursuant to the Financing Documents. (c) The Administrative Agent shall have received an executed copy of the MSA, which shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent:. (id) counterparts of this Amendment, duly Entara shall have received an executed Note from the Borrower evidencing the Tranche D Loans held by each such ▇▇▇▇▇▇ as of the Borrowers, the Parent in its capacity as a guarantor, the Administrative Agent, and the Required Lenders; and (ii) such other certificates, instruments and documents as the Administrative Agent shall reasonably request; (b) the Borrowers shall have paid to each Lender that signs this Amendment on or before the Second Seventeenth Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)Date.

Effectiveness; Conditions Precedent. The effectiveness of this Amendment This Amendment, and the amendments to the Credit Agreement herein provided are subject to in Section 1 hereof and the satisfaction of Extension provided in Section 2 hereof, shall become effective on the first Business Day on which the following conditions precedent are satisfied or waived (the first date on which all such conditions have been satisfied shall be referred to as date, the “Second Amendment Effective Date”): (a) the Administrative The Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each of the BorrowersBorrower, the Parent in its capacity as a guarantor, the Administrative Agent, Agent and the Required Lenders; and Consenting Banks, such counterparts may be delivered by telefacsimile or other electronic means (ii) including .pdf), but such other certificates, instruments and documents as delivery will be promptly followed by the Administrative Agent shall reasonably request; (b) the Borrowers shall have paid to delivery of original signature pages by each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) Person party hereto unless waived by the Administrative Agent and (ii) all documents the Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Amendment, if any, and any other matters relevant hereto, each in form and substance satisfactory to the Agent, . (i) The Borrower shall have paid any fees required to be paid on the date hereof and (ii) all fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent (to the extent invoiced prior to due and payable under Section 9.03 of the date hereofCredit Agreement) estimated to date date) shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. The effectiveness of this This Amendment and the amendments to the Existing Credit Agreement herein provided are subject to in Section 1 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Second Amendment Effective Date”):precedent: (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each of the Borrowers, the Parent in its capacity as a guarantorBorrower, the Administrative Agent, and the Required Lenders; and (iib) such other certificates(i) the Amendment Fee (as defined in that certain Engagement Letter – Amendment to the Senior Credit Facility, instruments dated as of July 22, 2019, between the Company and documents as Bank of America) shall have been received by the Administrative Agent shall reasonably request; for each Lender executing this Amendment by 5:00 p.m. (bNew York time) on July 25, 2019 for the Borrowers shall have account of such Lender, paid to each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, equal to 0.10% (10.0 bps) multiplied by each such Lender’s aggregate outstanding loans and unused commitments as of the date hereof immediately prior to giving effect to the Amendment; (ii) any fees as may have been agreed to separately in writing shall have been received by the applicable Arrangers and Lenders; and (iii) all other reasonable fees and expenses incurred or payable to in connection with the Administrative Agent execution and the Lenders delivery of this Amendment (including the reasonable fees and expenses of counsel to the Administrative Agent Agent) that have been requested to the extent invoiced prior to be paid on or before the date hereof) estimated to date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)full.

Effectiveness; Conditions Precedent. The effectiveness of this This Amendment and the amendments to the Existing Credit Agreement herein provided are subject to in Section 1 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent (the first date on which all of such conditions have been satisfied shall be referred to as satisfaction, the “Second Third Amendment Effective Date”): (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each of the Borrowers, the Parent in its capacity as a guarantorBorrower, the Administrative Agent, and the Required Lenders; and (iii) such other certificatesan amendment fee as referenced in that certain letter agreement dated as of February 5, instruments 2020 by and documents as among the Company, Bank of America and BAS shall have been received by the Administrative Agent shall reasonably request; for each Lender executing this Amendment by 2:00 p.m. (bNew York time) on March [__], 2020 for the Borrowers shall have account of such Lender, paid to each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, equal to 0.20% (20.0 bps) multiplied by each such Lender’s aggregate outstanding loans and unused commitments as of the date hereof immediately after giving effect to the Amendment; (ii) any fees as may have been agreed to separately in writing shall have been received by the applicable Arrangers and Lenders; and (iii) all other reasonable fees and expenses incurred or payable to in connection with the Administrative Agent execution and the Lenders delivery of this Amendment (including the reasonable fees and expenses of counsel to the Administrative Agent Agent) that have been requested to the extent invoiced prior to be paid on or before the date hereof) estimated to date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)full.

Effectiveness; Conditions Precedent. The effectiveness of this Amendment Agreement and the amendments to the Credit Agreement herein provided in Section 1 hereof are each subject to the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Second Amendment Effective Date”):precedent: (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) four (4) original counterparts of this AmendmentAgreement, duly executed by each of the Borrowers, the Parent in its capacity as a guarantorBorrower, the Administrative Agent, Agent and the Required Lenders; and; (ii) such other certificatesdocuments, instruments instruments, opinions, certifications, undertakings, further assurances and documents other matters as the Administrative Agent shall reasonably request;; and (iii) a duly completed Compliance Certificate, prepared as of the last day of the fiscal quarter of the Borrower ended March 29, 2008, signed by a Responsible Officer of the Borrower giving effect to the amendments herein; and (b) the Borrowers shall have paid both (i) an upfront fee to each Lender that signs executing this Amendment Agreement by 5:00 p.m. (New York, New York time) on or before May 21, 2008, for the Second Amendment Effective Date a fee account of $10,000each such Lender, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by paid to the Administrative Agent, equal to twelve and one-half basis points (12.5 “bps”) multiplied by each such Lender’s Commitment immediately prior to the effective date of this Agreement; and (ii) all other fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereofAgent) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Second Third Amendment Effective Date”): (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) one or more counterparts of this Amendment, duly executed by Borrower, each of the Borrowers, the Parent in its capacity as a guarantorGuarantors, the Administrative Agent, and the Lenders constituting Required Lenders; andand /9740615.3 (ii) such other certificatesdocuments, instruments certifications, undertakings, further assurances and documents other matters as the Administrative Agent shall reasonably request; (b) the Borrowers Borrower shall have paid to each Lender that signs this Amendment on or before the Second Third Amendment Effective Date a fee of $10,000, in an amount equal to 0.125% times such Lender’s Commitment which fee shall be fully earned and due on the Second Third Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, all other fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereofAgent) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. The effectiveness of this This Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction shall be effective when all of the following conditions precedent (the first date on which all such conditions set forth in this Section 2 shall have been satisfied shall be referred to as (the “Second Amendment Effective Date”): (a) the The Administrative Agent shall have received each a counterpart of this Amendment signed by or on behalf of the following documents or instruments in form and substance reasonably acceptable to Borrower, the Guarantors, the Administrative AgentAgent and each Lender. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that: (i) counterparts of this Amendment, duly executed by each All of the Borrowersrepresentations and warranties in the Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of the Second Amendment Effective Date (other than representations and warranties which are as of a specific date, the Parent which shall be true and correct in its capacity all material respects or in all respects, as a guarantorapplicable, the Administrative Agent, and the Required Lendersas of such date); and (ii) such other certificatesAfter giving effect to this Amendment, instruments no Default or Event of Default shall have occurred and documents as be continuing or would result from any proposed Borrowings to be made on the Second Amendment Effective Date; (c) The Administrative Agent shall reasonably request; (b) have received payment of all fees due and payable by the Borrowers shall have paid to each Lender that signs this Amendment Loan Parties on or before prior to the Second Amendment Effective Date a fee to or for the account of $10,000the Lenders, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent and or the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)Arranger.

Effectiveness; Conditions Precedent. The effectiveness This Amendment shall become effective as of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction first date when each of the following conditions precedent (the first date on which all such conditions shall have been satisfied shall be referred to as the “Second Amendment Effective Date”):satisfied: (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by the Borrower, each of the Borrowers, the Parent in its capacity as a guarantorGuarantor, the Administrative Agent, Agent and the Required Lenders; and (ii) such , which counterparts may be delivered by facsimile or other certificateselectronic means, instruments followed, in the case of the Borrower and documents each Guarantors, with originals as the Administrative Agent shall soon as reasonably requestpracticable; (b) the Borrowers Administrative Agent shall have paid to received, (i) for the benefit of each Lender that signs this Amendment on or before providing a signature page hereto, an amendment fee in the Second Amendment Effective Date a fee amount of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and0.05% of such Lender’s Total Credit Exposure; (c) unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent shall have received reimbursement from the Borrower for its costs incurred in connection with this Amendment and the Lenders (including the all reasonable fees and expenses of counsel to the Administrative Agent Agent, to the extent invoiced billed, shall have been paid; and (d) the Administrative Agent shall have received such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent shall reasonably request on or prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. The effectiveness of this This Amendment and the amendments to the Credit Agreement herein provided are subject to in Sections 1 and 2 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Second Amendment Effective Date”):precedent: (a) the The Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by the Company, each of the Borrowers, the Parent in its capacity as a guarantor, the Administrative AgentBorrower, and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf); and (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of February 6, 2017 by and among the Company, Bank of America, N.A., and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated; (ii) such other certificates, instruments and documents as an amendment fee shall have been received by the Administrative Agent shall reasonably request; for each Lender executing this Amendment by 12:00 p.m. (bNew York time) on February 9, 2017 for the Borrowers shall have account of such Lender, paid to each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, equal to 0.125% (12.5 bps) multiplied by each such Lender’s Commitments as of the date hereof immediately after giving effect to this Amendment; and (iii) all other fees and expenses payable to of the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent Agent) to the extent invoiced due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to the date hereof) estimated to date effectiveness 86678088_4 hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Second First Amendment Effective Date”): (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each of the Borrowers, the Parent in its capacity as a guarantor, the Administrative Agent, and the Required Lenders; and (ii) such other certificates, instruments and documents as the Administrative Agent shall reasonably request; (b) the Borrowers shall have paid to each Lender that signs this Amendment on or before the Second First Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second First Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. The effectiveness of this This Amendment and the amendments to the Credit Agreement herein provided are subject to in Sections 1 and 2 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent (the first date on which all such conditions have been satisfied shall be referred to as the “Second Amendment Effective Date”):precedent: (a) the The Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by the Company, each of the Borrowers, the Parent in its capacity as a guarantor, the Administrative AgentBorrower, and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf); and (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of February 6, 2017 by and among the Company, Bank of America, N.A., and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated; (ii) such other certificates, instruments and documents as an amendment fee shall have been received by the Administrative Agent shall reasonably request; for each Lender executing this Amendment by 12:00 p.m. (bNew York time) on February 9, 2017 for the Borrowers shall have account of such Lender, paid to each Lender that signs this Amendment on or before the Second Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundable; and (c) unless waived by the Administrative Agent, equal to 0.125% (12.5 bps) multiplied by each such Lender’s Commitments as of the date hereof immediately after giving effect to this Amendment; and (iii) all other fees and expenses payable to of the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent Agent) to the extent invoiced due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to the date hereof) estimated to date effectiveness 86539978_7 hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. The effectiveness This Amendment shall become effective as of this the date hereof (the “Amendment Effective Date”) when, and the amendments to the Credit Agreement herein provided are subject to the satisfaction only when, each of the following conditions precedent (the first date on which all such conditions shall have been satisfied shall be referred to as or waived, in the “Second Amendment Effective Date”):sole discretion of the Agent and the Lenders: (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, Amendment duly executed by each of the Borrowers, the Parent in its capacity as a guarantor, the Administrative Agent, Loan Parties and each of the Required Lenders; and (ii) such other certificates, instruments and documents as the Administrative Agent shall reasonably request; (b) the Borrowers Agent shall have received a written schedule of historical inventory valuation adjustments (the “Historical Inventory Valuation Adjustments Schedule”) containing a written acknowledgment by a Responsible Officer of the Borrower that such schedule is the Historical Inventory Valuation Adjustments Schedule; (c) the Agent shall have received the Amendment Fee; (d) the Loan Parties shall have paid all reasonable fees, costs and expenses of the Agent (including, without limitation, fees, costs and expenses of counsel) incurred in connection with this Amendment, to each Lender that signs this Amendment on or before the Second extent invoiced to the Borrower at least one Business Day prior to the Amendment Effective Date a fee of $10,000, which fee shall be fully earned and due on the Second Amendment Effective Date and shall be nonrefundableDate; and (ce) unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for received such fees other documents, instruments and expenses)certificates as the Agent or any Lender may reasonably request.