Common use of Effectiveness of this First Amendment Clause in Contracts

Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective only if and when: (a) the Borrower, the other Loan Parties, the L/C Issuers and the Lenders constituting the Required Lenders have delivered their fully executed signature pages hereto to the Administrative Agent; (b) the Borrower shall have paid to the Administrative Agent, for the account of each Lender (including Bank of America, N.A.) under the Credit Agreement as amended by the First Amendment, a consent fee equal to the product of 0.05% times the aggregate principal amount of such ▇▇▇▇▇▇’s “Revolving Commitments” under the Credit Agreement as of the First Amendment Effective Date solely to the extent that such Lender has provided an executed signature to this First Amendment on or prior to August 30, 2023. All fees described in this clause (b) shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurs); (c) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects, except to the extent that such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that for purposes of this Section 3(c), the representations and warranties contained in Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) or Section 7.01(b) of the Credit Agreement; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects; (d) the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the First Amendment Effective Date; and (e) the Borrower shall have paid all fees and expenses owed to the Administrative Agent (other than Attorney Costs of counsel to the Administrative Agent)) due and owing through and including the First Amendment Effective Date to the Administrative Agent to the extent invoiced at least one Business Day prior to the First Amendment Effective Date. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “First Amendment Effective Date”) on which all of the foregoing conditions are satisfied.

Effectiveness of this First Amendment. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective (the “First Amendment Effective Date”) only if and when: (a) A. The Administrative Agent shall have received an executed written consent approving the Borrower, amendments and consents set forth herein and authorizing the other Loan Parties, the L/C Issuers and the Administrative Agent to enter into this First Amendment from Lenders constituting the Required Lenders have delivered their fully executed signature pages hereto Lenders. B. Pursuant to Subsection 11.04 of the Administrative Agent; (b) Credit Agreement, the Borrower shall have paid to the Administrative AgentAgent all reasonable and documented in reasonable detail costs and expenses incurred by the Administrative Agent in connection with the preparation, for execution, delivery and administration of the account of each Lender Credit Agreement, the other Loan Documents and this First Amendment (including Bank all reasonable and documented in reasonable detail fees, expenses and disbursements of America, N.A.) under the Credit Agreement as amended by the First Amendment, a consent fee equal counsel to the product of 0.05% times Administrative Agent to the aggregate principal amount of such ▇▇▇▇▇▇’s “Revolving Commitments” under the Credit Agreement as of extent invoiced at least three Business Days prior to the First Amendment Effective Date solely Date), together with all fees and other amounts due and payable to the extent that such Lender has provided an executed signature Administrative Agent, the Lead Arrangers (including the reasonable and documented legal fees and expenses of counsel to this First Amendment the Lead Arrangers), in each case on or prior to August 30, 2023. All fees described in this clause (b) shall be payable in full upon the First Amendment Effective Date (and will only be due if such date occurs);Date. (c) the C. The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document Section 2 hereof shall be true and correct in all material respectsrespects as of the First Amendment Effective Date, except to the extent that such representations and warranties refer expressly relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects as of such earlier date; provided that for purposes of this Section 3(c), the representations and warranties contained in Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) or Section 7.01(b) of the Credit Agreement; provided, further, that any representation and warranty that is qualified as to “by materiality,” , “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects; (d) the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the First Amendment Effective Date; and (e) the Borrower shall have paid all fees and expenses owed to the Administrative Agent (other than Attorney Costs of counsel to the Administrative Agent)) due and owing through and including the First Amendment Effective Date to the Administrative Agent to the extent invoiced at least one Business Day prior to the First Amendment Effective Date. This First Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “First Amendment Effective Date”) on which all of the foregoing conditions are satisfied.