Common use of Effectiveness of Amendment and Restatement Clause in Contracts

Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall occur upon receipt by the Administrative Agent of the following documents, each dated the Restatement Date unless otherwise indicated: (a) an opinion of the Deputy General Counsel of the Company, substantially in the form of Exhibit C hereto and an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, counsel to CTHL, in form and substance reasonably satisfactory to the Required Lenders; (b) an opinion of ▇▇▇▇▇▇▇▇ & Sterling LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the following documents of each of the Company and CTHL, each certified as indicated below: (i) a copy of the certificate of incorporation or other applicable organizational or charter document, as then in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of CTHL, certified by a director or secretary of CTHL), and (to the extent applicable and available in the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Borrower (and for the avoidance of doubt such certificate shall not be required for CTHL); and (ii) a certificate of a Director, the Secretary or an Assistant Secretary of each Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which such ▇▇▇▇▇▇▇▇ is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational document of such Borrower has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and each of the other documents to which such Borrower is intended to be a party and each other document to be delivered by such Borrower from time to time in connection herewith or therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Borrower); (d) a certificate of a senior officer of the Company, dated the Restatement Date, to the effect set forth in Section 3.3(a) and (b); (e) delivery of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act (as defined in Section 10.12) and the Beneficial Ownership Regulation, and evidence that any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (f) evidence that all outstanding amounts under the Existing Credit Agreement have been paid in full (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement that notice of such prepayment be made in advance of the Restatement Date); (g) evidence of payment of all fees and expenses required to be paid in connection with this Agreement shall have been (or shall be simultaneously) paid in full; and (h) such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.

Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall occur upon receipt by the Administrative Agent of the following documents, each dated the Restatement Date unless otherwise indicated: (a) an opinion of the Deputy General Counsel of the Company, substantially in the form of Exhibit C hereto and an opinion of ▇D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇ London LLP, counsel to CTHLMTHUK, in form and substance reasonably satisfactory to the Required Lenders; (b) an opinion of ▇▇▇▇▇▇▇▇ Shearman & Sterling LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the following documents of each of the Company and CTHLMTHUK, each certified as indicated below: (i) a copy of the certificate of incorporation or other applicable organizational or charter document, as then in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of CTHLMTHUK, certified by a director or secretary of CTHLMTHUK), and (to the extent applicable and available in the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Borrower (and for the avoidance of doubt such certificate shall not be required for CTHLMTHUK); and (ii) a certificate of a Director, the Secretary or an Assistant Secretary of each Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which such ▇▇▇▇▇▇▇▇ Borrower is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational document of such Borrower has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and each of the other documents to which such Borrower is intended to be a party and each other document to be delivered by such Borrower from time to time in connection herewith or therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Borrower); (d) a certificate of a senior officer of the Company, dated the Restatement Date, to the effect set forth in Section 3.3(a) and (b); (e) delivery of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act (as defined in Section 10.12) and the Beneficial Ownership Regulation, and evidence that any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (f) evidence that (i) all outstanding amounts under the Existing Credit Agreement have been paid in full and (ii) all outstanding amounts, and termination of the commitments, under the $1,000,000,000 364-Day Credit Agreement dated as of April 8, 2020 among the Company, the lenders party thereto and Citibank, as administrative agent (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement that notice of such prepayment or termination of commitments be made in advance of the Restatement Date); (g) evidence of payment of all fees and expenses required to be paid in connection with this Agreement shall have been (or shall be simultaneously) paid in full; and (hg) such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.

Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall occur upon receipt by the Administrative Agent of the following documents, each dated the Restatement Date unless otherwise indicated: (aindicated:(a) an opinion of the Deputy General Counsel of the Company, substantially in the form of Exhibit C hereto and an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, counsel to CTHLMTHUKCTHL, in form and substance reasonably satisfactory to the Required Lenders; ; (b) an opinion of ▇▇▇▇▇▇▇▇ & Sterling LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; ; (c) the following documents of each of the Company and CTHLMTHUKCTHL, each certified as indicated below: : (i) a copy of the certificate of incorporation or other applicable organizational or charter document, as then in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of CTHLMTHUKCTHL, certified by a director or secretary of CTHLMTHUKCTHL), and (to the extent applicable and available in the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Borrower (and for the avoidance of doubt such certificate shall not be required for CTHLMTHUKCTHL); and and (ii) a certificate of a Director, the Secretary or an Assistant Secretary of each Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which such ▇▇▇▇▇▇▇▇ is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational document of such Borrower has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and each of the other documents to which such Borrower is intended to be a party and each other document to be delivered by such Borrower from time to time in connection herewith or therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Borrower); (d) a certificate of a senior officer of the Company, dated the Restatement Date, to the effect set forth in Section 3.3(a) and (b); (e) delivery of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act (as defined in Section 10.12) and the Beneficial Ownership Regulation, and evidence that any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (f) evidence that all outstanding amounts under the Existing Credit Agreement have been paid in full (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement that notice of such prepayment be made in advance of the Restatement Date); (g) evidence of payment of all fees and expenses required to be paid in connection with this Agreement shall have been (or shall be simultaneously) paid in full; and (h) such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.by-

Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall occur upon receipt by the Administrative Agent of the following documents, each dated the Restatement Date unless otherwise indicated: (a) an opinion of the Deputy General Counsel of the Company, substantially in the form of Exhibit C hereto and an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, counsel to CTHLMTHUK, in form and substance reasonably satisfactory to the Required Lenders; (b) an opinion of ▇▇▇▇▇▇▇▇ Shearman & Sterling LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (c) the following documents of each of the Company and CTHLMTHUK, each certified as indicated below: (i) a copy of the certificate of incorporation or other applicable organizational or charter document, as then in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of CTHLMTHUK, certified by a director or secretary of CTHLMTHUK), and (to the extent applicable and available in the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Borrower (and for the avoidance of doubt such certificate shall not be required for CTHLMTHUK); andand NYDOCS02/1166703 60 (ii) a certificate of a Director, the Secretary or an Assistant Secretary of each Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which such ▇▇▇▇▇▇▇▇ Borrower is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational document of such Borrower has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and each of the other documents to which such Borrower is intended to be a party and each other document to be delivered by such Borrower from time to time in connection herewith or therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Borrower); (d) a certificate of a senior officer of the Company, dated the Restatement Date, to the effect set forth in Section 3.3(a) and (b); (e) delivery of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act (as defined in Section 10.12) and the Beneficial Ownership Regulation, and evidence that any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (f) evidence that all outstanding amounts under the Existing Credit Agreement have been paid in full (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement that notice of such prepayment be made in advance of the Restatement Date); (g) evidence of payment of all fees and expenses required to be paid in connection with this Agreement shall have been (or shall be simultaneously) paid in full; and (hg) such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.