Common use of Third Amendment Effective Date Clause in Contracts

Third Amendment Effective Date. (a). This Amendment shall become effective as of the date first above written when and only when: (a) Administrative Agent shall have received all of the following, at Administrative Agent’s office, duly executed and delivered and in form, substance and date reasonably satisfactory to Administrative Agent: (i) this Amendment, executed by the Borrower, each of the Lenders, the Administrative Agent, Issuing Bank, and Swingline Lender and the Consent and Agreement attached to this Amendment executed by the Guarantors; (ii) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably require, certifying (i) resolutions of its board of directors, managers or members (or their equivalent) authorizing the execution and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing this Amendment, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered to the Administrative Agent and Lenders or attaching any amendments or restatements thereof; (iii) a certificate from Borrower (i) representing and warranting that, on and as of the Third Amendment Effective Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Third Amendment Effective Date after giving effect to actual Credit Exposure on the Third Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and (iv) an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) Borrower shall have paid: (i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Date; (ii) the arrangement fee to be paid to the Arranger pursuant to the Third Amendment Fee Letter, which arrangement fee once paid will be fully earned and nonrefundable; and (iii) the upfront fee to be paid to the Administrative Agent pursuant to the Third Amendment Fee Letter for the account of each Lender, which upfront fee will be paid to each Lender that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on June 29, 2012, which fee once paid will be fully earned and nonrefundable. (c) Borrower shall have paid, in connection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Date, or otherwise due Administrative Agent and including invoiced fees and disbursements of Administrative Agent’s attorneys.

Third Amendment Effective Date. (a). This Amendment shall become effective as of the first date first above written when (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and only when:the Administrative Agent): (a) The Administrative Agent shall have received all a counterpart signature page of the following, at Administrative Agent’s office, this Amendment duly executed by each Obligor, the Administrative Agent and delivered and in form, substance and date reasonably satisfactory to the Lenders constituting the Required Lenders. (b) The Administrative Agent: Agent shall have received a certificate signed by a Responsible Officer (i) this Amendment, executed by of the Canadian Borrower, each certifying that attached thereto are extracts from the by-laws or other constating documents of the Lenders, Canadian Borrower evidencing the Administrative Agent, Issuing Bank, and Swingline Lender and authority of the Consent and Agreement attached to Responsible Officers of the Canadian Borrower executing this Amendment executed by to execute and deliver this Amendment on behalf of the Guarantors; Canadian Borrower, (ii) from of each Obligor other than the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably requireCanadian Borrower, certifying (i) that attached thereto are resolutions of its board of directors, managers or members (or evidencing necessary corporate action on their equivalent) part approving and authorizing the execution execution, delivery and performance of this Amendment and approving and authorizing the manner in which such Person and by whom this Amendment is executing in connection herewith, (ii) the incumbency to be executed and signature of the officer executing this Amendmentdelivered, and (iii) there has been no change in such Person’s Organization Documents from of each Obligor, attaching signature and incumbency certificates of the copies Responsible Officers of such Person’s Organization Documents most recently delivered to the Obligor executing this Amendment. (c) The Administrative Agent and Lenders shall have received a certificate of status, compliance, good standing or attaching any amendments like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or restatements thereof;amalgamation, as applicable. (iiid) a certificate from Borrower (i) representing and warranting that, on On and as of the Third Amendment Effective Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitments, (B) Date the representations and warranties contained of the Obligors set forth in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality SECTION 3 hereof shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Third Amendment Effective Date after giving effect to actual Credit Exposure on the Third Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and (iv) an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counselcorrect. (b) Borrower shall have paid: (i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Date; (ii) the arrangement fee to be paid to the Arranger pursuant to the Third Amendment Fee Letter, which arrangement fee once paid will be fully earned and nonrefundable; and (iii) the upfront fee to be paid to the Administrative Agent pursuant to the Third Amendment Fee Letter for the account of each Lender, which upfront fee will be paid to each Lender that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on June 29, 2012, which fee once paid will be fully earned and nonrefundable. (c) Borrower shall have paid, in connection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Date, or otherwise due Administrative Agent and including invoiced fees and disbursements of Administrative Agent’s attorneys.

Third Amendment Effective Date. (a). This Amendment shall become effective as of be binding upon the date first above written when Administrative Agent, Borrower, the Increasing Lenders, and only when: each other Lender on the last day (the “Third Amendment Effective Date”) upon which (a) counterparts of this Amendment shall have been executed and delivered to Administrative Agent by Borrower, Administrative Agent, and the Increasing Lenders, or when Administrative Agent shall have received received, telecopied, telexed, or other evidence satisfactory to it that all of the following, at Administrative Agent’s office, duly such parties have executed and delivered and in form, substance and date reasonably satisfactory are delivering to Administrative Agent: Agent counterparts thereof; (ib) this Amendment, the Revolving Notes (if any have been previously been requested by the Increasing Lenders) are executed by Borrower and delivered in accordance with Paragraph 1.3 hereof; (c) Borrower shall have paid to Administrative Agent (for distribution to the Borrower, Increasing Lenders) the upfront fee payable to each of the LendersIncreasing Lenders in the respective amounts set forth as the “Third Amendment Upfront Fee” on Annex B for each Increasing Lender; (d) Borrower shall have repaid all outstanding Loans, to the extent any such Loans are outstanding (without giving effect to any Loans made after the effectiveness of this Amendment); (e) Borrower shall have delivered to Administrative Agent, Issuing Bank, and Swingline Lender and the Consent and Agreement attached to this Amendment executed Agent copies (certified by the Guarantors; (iiSecretary or Assistant Secretary of Borrower) from of all corporate action taken by Borrower to authorize the Borrower and the Guarantorsexecution, such certificates of secretarydelivery, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably require, certifying (i) resolutions of its board of directors, managers or members (or their equivalent) authorizing the execution and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing this Amendment, and any related Debt incurrence; and (iiif) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently Borrower shall have delivered to the Administrative Agent and Lenders or attaching any amendments or restatements thereof; (iii) a certificate from Borrower (i) representing and warranting that, on and as of the Third Amendment Effective Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Third Amendment Effective Date after giving effect to actual Credit Exposure on the Third Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and (iv) an opinion from of ▇▇▇▇▇▇▇▇▇▇ Lovells US ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to each Loan Party Borrower, addressed to Administrative Agent and the General PartnerLenders, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) Borrower shall have paid: (i) all recording, handling, amendment and other fees required to be paid acceptable to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Date; (ii) the arrangement fee to be paid to the Arranger pursuant to the Third Amendment Fee Letter, which arrangement fee once paid will be fully earned and nonrefundable; and (iii) the upfront fee to be paid to the Administrative Agent pursuant to the Third Amendment Fee Letter for the account of each Lender, which upfront fee will be paid to each Lender that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on June 29, 2012, which fee once paid will be fully earned and nonrefundable. (c) Borrower shall have paid, in connection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Date, or otherwise due Administrative Agent and including invoiced fees and disbursements of Administrative Agent’s attorneys.

Third Amendment Effective Date. Neither (a). This x) the amendment and restatement of the Original Credit Agreement as contemplated hereby, nor (y) the obligation of any Third Amendment Additional Term Lender or Third Amendment Additional Revolving Lender to provide any Third Amendment Term Commitment Increase or Third Amendment Revolving Commitment Increase, respectively, shall become effective as until the date on which each of the date first above written when and only when:following conditions shall be satisfied (or waived in accordance with Section 9.02 or Section 2.20, as applicable): (a) The Administrative Agent (or its counsel) shall have received from (w) the Required Lenders under (and as defined in) the Original Credit Agreement or the Administrative Agent acting at the direction of such Required Lenders (excluding, for the avoidance of doubt, the Third Amendment Additional Term Lenders and the Third Amendment Additional Revolving Lenders), (x) the Required Revolving Lenders under (and as defined in) the Original Credit Agreement or the Administrative Agent acting at the direction of such Required Revolving Lenders (excluding, for the avoidance of doubt, the Third Amendment Additional Revolving Lenders), (y) each Third Amendment Additional Term Lender and Third Amendment Additional Revolving Lender and (z) each Loan Party either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement or, in the case of any Lender (other than any Third Amendment Additional Term Lender or Third Amendment Additional Revolving Lender), in lieu of the signed counterpart referred to in clauses (i) and (ii) above, an addendum to this Agreement in a form satisfactory to the Administrative Agent and the Borrower and furnished to the Lenders in connection with this Agreement. (b) The Administrative Agent shall have received all of the following, at Administrative Agent’s office, duly executed and delivered and in form, substance and date reasonably satisfactory a written opinion (addressed to Administrative Agent: (i) this Amendment, executed by the Borrower, each of the Lenders, the Administrative Agent, Issuing Bankthe Lenders (including, and Swingline Lender without limitation, the Third Amendment Additional Term Lenders and the Consent and Agreement attached to this Third Amendment executed by the Guarantors; (iiAdditional Revolving Lenders) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably require, certifying (i) resolutions of its board of directors, managers or members (or their equivalent) authorizing the execution Issuing Banks and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing this Amendment, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered to the Administrative Agent and Lenders or attaching any amendments or restatements thereof; (iii) a certificate from Borrower (i) representing and warranting that, on and as of dated the Third Amendment Effective Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Third Amendment Effective Date after giving effect to actual Credit Exposure on the Third Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iiii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and (iv) an opinion from ▇▇▇▇▇▇ Lovells US ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to for the Loan Parties, (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., Delaware counsel for the Loan Parties, (iii) Durham, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C., Utah counsel for the Loan Parties, (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Florida counsel for the Loan Parties, and (v) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Georgia counsel for the Loan Parties, in each Loan Party and the General Partner, case in form and substance reasonably satisfactory to the Administrative Agent Agent. Each of Holdings and its counselthe Borrower hereby requests such counsel to deliver such opinions. (bc) Borrower The Administrative Agent shall have paid: (i) all recordingreceived a certificate of each Loan Party, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to dated the Third Amendment Effective Date;, substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents or certifications, as applicable, referred to in paragraph (d) of this Section. (iid) the arrangement fee The Administrative Agent shall have received (i) as to be paid each Loan Party, either (x) a copy of each Organizational Document of such Loan Party certified, to the Arranger pursuant to extent applicable, as of a recent date by the Third Amendment Fee Letterapplicable Governmental Authority or (y) written certification by such Loan Party’s secretary, which arrangement fee once paid will be fully earned assistant secretary or other Responsible Officer that such Loan Party’s Organizational Documents certified and nonrefundable; and (iii) the upfront fee to be paid delivered to the Administrative Agent on the Incremental Amendment Effective Date pursuant to paragraphs (d) and (e), respectively, of Section 4.03 of the Original Credit Agreement remain in full force and effect on the Third Amendment Fee Letter for Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the account Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates delivered to the Administrative Agent on the Incremental Amendment Effective Date pursuant to paragraphs (d) and (e) of Section 4.03 of the Original Credit Agreement remain true and correct as of the Third Amendment Effective Date, (iii) copies of resolutions of the Board of Directors and/or similar governing bodies of each LenderLoan Party approving and authorizing the execution and delivery, as applicable, and performance of the Loan Documents to which upfront fee will be paid it is a party, certified as of the Third Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Lender that sends its signed signature page to this Amendment to Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date. (e) The Administrative Agent shall have received all fees and other amounts (which may, at the Administrative Agent’s counsel option in consultation with the Borrower, be offset against the Term Loans made on the Third Amendment Effective Date) previously agreed in writing by noon, New York time on June 29, 2012, which fee once paid will be fully earned the Joint Bookrunners and nonrefundable. (c) the Borrower shall have paid, in connection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day due and payable on or prior to the Third Amendment Effective Date, including, to the extent invoiced at least three Business Days prior to the Third Amendment Effective Date, reimbursement or otherwise due Administrative Agent and payment of all out-of-pocket expenses (including invoiced fees reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis immediately after giving effect to the Third Amendment Transactions. (g) The Administrative Agent’s attorneysAgent shall have received a certificate of a Financial Officer of the Borrower (i) certifying that upon giving effect to the Third Amendment Revolving Commitment Increase and the Third Amendment Term Commitment Increase and the consummation of the Third Amendment Transactions, (A) no Event of Default will have occurred and be continuing or will result therefrom and (B) the Borrower will be in compliance on a Pro Forma Basis (treating the Third Amendment Revolving Commitment Increase as fully drawn and excluding from the calculation of Consolidated Senior Secured Indebtedness the cash proceeds of the Third Amendment Revolving Commitment Increase and the Third Amendment Term Commitment Increase) with the Financial Performance Covenant as of the end of the most recently ended Test Period and (ii) providing reasonably detailed calculations demonstrating compliance with clause (i)(B) above. (h) Each of the conditions set forth in Section 4.02 shall have been satisfied (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the Third Amendment Effective Date). The Administrative Agent shall notify Holdings, the Borrower and the Lenders of the Third Amendment Effective Date, and such notice shall be conclusive and binding.

Third Amendment Effective Date. (a). This Third Amendment shall become effective as of the first date first above written when (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2020 Refinancing Term Lenders and only when:the Administrative Agent): (a) The Administrative Agent shall have received all a counterpart signature page of the following, at Administrative Agent’s office, this Third Amendment duly executed by each Loan Party, the Administrative Agent and delivered and in formeach 2020 Refinancing Term Lender (which, substance and date reasonably satisfactory to for the avoidance of doubt, shall constitute the Required Lenders). (b) The Administrative Agent: Agent shall have received a certificate signed by a Responsible Officer of each Loan Party (i) this Amendment, executed by attaching the Borrower, each articles of the Lenders, the Administrative Agent, Issuing Bank, and Swingline Lender formation or other or formation documents of such Loan Party and the Consent and Agreement attached bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to this Amendment executed by the Guarantors; extent applicable, (ii) from certifying that attached thereto are the Borrower resolutions of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Third Amendment and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partnerother Loan Documents, as applicable, as the Administrative Agent may reasonably require, certifying (i) resolutions of its board of directors, managers being in full force and effect without modification or members (or their equivalent) authorizing the execution and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing this Amendment, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered to the Administrative Agent and Lenders or attaching any amendments or restatements thereof; (iii) a certificate from Borrower (i) representing and warranting that, on and amendment as of the Third Amendment Effective Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Third Amendment Effective Date after giving effect to actual Credit Exposure on the Third Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment which it is a party and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain attaching the good standing certificates described in full force and effect; and clause (ivc) an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) Borrower shall have paid: (i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Date; (ii) the arrangement fee to be paid to the Arranger pursuant to the Third Amendment Fee Letter, which arrangement fee once paid will be fully earned and nonrefundable; and (iii) the upfront fee to be paid to the Administrative Agent pursuant to the Third Amendment Fee Letter for the account of each Lender, which upfront fee will be paid to each Lender that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on June 29, 2012, which fee once paid will be fully earned and nonrefundablebelow. (c) Borrower The Administrative Agent shall have paidreceived a certificate of good standing, in connection existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the extent such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at concept exists. (d) (i) At least one three (13) Business Day Days prior to the Third Amendment Effective Date, or otherwise due the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the Third Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including invoiced without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Borrower (as defined in the Amended Credit Agreement). (e) The Administrative Agent shall have received a written legal opinion reasonably satisfactory to it (addressed to it and each 2020 Refinancing Term Lender party hereto and dated the Third Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; and (ii) Stikeman Elliot LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Third Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arrangers or the Administrative Agent in connection with this Third Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent. (g) The Administrative Agent shall have received a Request for Credit Extension in respect of the 2020 Refinancing Term Loans to be made on the Third Amendment Effective Date. (h) The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature of the transactions contemplated hereby), dated the Third Amendment Effective Date, of the Initial Borrower’s attorneyschief financial officer. (i) This Third Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement. ​ (j) The Administrative Agent shall have received payment, by or on behalf of the Borrower for the account of each 2020 Refinancing Term Lender, of a consent fee for such lender equal to the amount of 0.25% of the aggregate principal amount of the 2020 Refinancing Term Loans of such 2020 Refinancing Term Lender.

Third Amendment Effective Date. (a). This Amendment (subject to the last sentence of this Section 6) and the amendments to the Credit Agreement set forth in Section 4(a) above shall become effective as of the date first above written when and only when: hereof (asuch date, the “Third Amendment Effective Date”); provided that (i) the Administrative Agent shall have received all of the following, at Administrative Agent’s office, duly executed and delivered and in formcounterparts hereof that, substance and date reasonably satisfactory to Administrative Agent: (i) this Amendmentwhen taken together, executed by bear the Borrower, each signatures of the Lenders, the Administrative Agent, Issuing Bankthe Company, and Swingline the Required Lenders, each Increasing/Joinder Lender and the Consent and Agreement attached to this Amendment executed by the Guarantors; each New Swing Line Euro Lender, (ii) from the Borrower Administrative Agent shall have received such documents and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent or its counsel may reasonably requirerequest relating to the organization, certifying (i) resolutions existence and good standing of its board each Loan Party, the authorization of directorsexecution, managers or members (or their equivalent) authorizing the execution delivery and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing this Amendment, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered to the Administrative Agent and Lenders or attaching any amendments or restatements thereof; (iii) a certificate from Borrower (i) representing and warranting that, on and as of the Third Amendment Effective Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitments, (B) the representations and warranties contained in Article V and the Amended Credit Agreement and any other Loan Documents are true and correct in all material respects (except legal matters relating to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Third Amendment Effective Date after giving effect to actual Credit Exposure on the Third Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and (iv) an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) Borrower shall have paid: (i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Date; (ii) the arrangement fee to be paid to the Arranger pursuant to the Third Amendment Fee Letter, which arrangement fee once paid will be fully earned and nonrefundable; and (iii) the upfront fee to be paid Company shall deliver to the Administrative Agent pursuant a certificate of the Company dated as of the date hereof signed by a Responsible Officer of the Company certifying to the Third Amendment Fee Letter for accuracy of the account representations and warranties contained in Sections 5(c) and (d), (iv) the Administrative Agent shall have received a favorable legal opinion of each Lender, which upfront fee will be paid counsel to each Lender that sends its signed signature page to this Amendment the Company addressed to the Administrative Agent’s counsel by noon, New York time on June 29the Lenders, 2012, which fee once paid will be fully earned the L/C Issuers and nonrefundable. (c) Borrower shall have paid, in connection with such Loan Documents, all other fees the Swing Line Lenders and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to dated the Third Amendment Effective Date, or otherwise due which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent and including invoiced fees (v) the Company shall have paid all fees, expenses and disbursements other amounts due to (x) JPMCB and the Increasing/Joinder Lenders in connection with this Amendment as separately agreed by the Company and (y) the Administrative Agent pursuant to Section 10 hereof. For the avoidance of doubt, it is understood and agreed that the Worldpay Closing Date Amendments shall not become effective until and upon the occurrence of the Worldpay Closing Date. The Administrative Agent’s attorneysAgent shall notify the Company and the Lenders of the Third Amendment Effective Date, and each such notice shall be conclusive and binding.

Third Amendment Effective Date. (a). This Amendment shall become effective as of the first date first above written when and only when:(the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent): (a) the Administrative Agent shall have received all a counterpart signature page of the following, at Administrative Agent’s office, this Amendment duly executed by Holdings, the Borrower and delivered and in form, substance and date reasonably satisfactory to Administrative Agent: (i) this Amendment, executed by the Borrower, each of the LendersLoan Party, the Administrative Agent, Issuing Bank, and Swingline each New Term Lender and certain other Lenders, who shall, collectively with the Consent and Agreement attached New Term Lenders, represent (immediately after giving effect to this Amendment executed by Amendment) the GuarantorsRequired Lenders; (iib) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably require(or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), certifying in substantially the form delivered on the Closing Date (i) resolutions certifying that the articles of its board of directors, managers or members formation (or their equivalentequivalent document) authorizing of such Loan Party, certified by the execution appropriate Governmental Authority of the state of formation of such Loan Party, and performance the operating agreement (or equivalent document) of this Amendment which such Person Loan Party, either (A) has not been amended since the Closing Date or (B) is executing in connection herewithattached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the incumbency and signature resolutions of the officer executing this board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and (iii) there has been no change in such Person’s Organization Documents from the copies authorizing execution and delivery thereof, certified by a Responsible Officer of such Person’s Organization Documents most recently delivered to the Administrative Agent and Lenders or attaching any amendments or restatements thereof; (iii) a certificate from Borrower (i) representing and warranting that, on and Loan Party as of the Third Amendment Effective Date, before and after giving effect Date to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct and in all respects) on force and effect as of such date, (iii) certifying as to the Third incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment Effective Date, except and (iv) attaching the good standing certificates described in clause (d) of this Section 5; (c) to the extent that such representations requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself and warranties specifically refer to an earlier date, in which case they are true the Lenders and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Third Amendment Effective Date after giving effect to actual Credit Exposure each Issuing Bank on the Third Amendment Effective Date, if any, a customary written opinion of (iii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and (iv) an opinion from ▇▇▇▇▇ Lovells US ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to each Loan Party for Holdings, the Borrower and the General PartnerSubsidiary Guarantors, (ii) DLA Piper LLP in form its capacity as special Delaware counsel for Holdings, the Borrower and substance reasonably satisfactory the Subsidiary Guarantors and (iii) DLA Piper LLP in its capacity as special Virginia counsel for Holdings, the Borrower and the Subsidiary Guarantors; (d) to the extent requested by the Administrative Agent, the Administrative Agent and its counsel. (b) Borrower shall have paid: received a certificate of good standing (i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Third Amendment Effective Dateextent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (iie) the arrangement fee to be paid to the Arranger pursuant to extent requested by the Third Amendment Fee LetterAdministrative Agent, which arrangement fee once paid will be fully earned and nonrefundable; and (iii) the upfront fee to be paid to the Administrative Agent pursuant to the Third Amendment Fee Letter for the account of each Lender, which upfront fee will be paid to each Lender that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on June 29, 2012, which fee once paid will be fully earned and nonrefundable. (c) Borrower shall have paidreceived all documentation and other information, in connection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) two Business Day Days prior to the Third Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so requested no less than ten Business Days prior to the Third Amendment Effective Date); (f) all fees and expenses required to be paid by (or otherwise due on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Credit Agreement and pursuant to Section 7 hereof) or any arranger pursuant to any engagement letter with the Borrower on or before the Third Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the Third Amendment Effective Date); (g) the Administrative Agent shall have received a Borrowing Request in respect of the New Term Loans to be made on the Third Amendment Effective Date in accordance with the requirements of the Credit Agreement; and (h) no Event of Default under Sections 7.01(a), (f) or (g) of the Credit Agreement shall exist immediately prior to or after giving effect to the effectiveness of this Amendment. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the Administrative Agent and including invoiced fees each New Term Lender that has executed this Agreement (or an Assignment and disbursements of Administrative Agent’s attorneysAssumption on the date hereof) shall be deemed to have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunder.

Third Amendment Effective Date. (a). This Amendment shall become effective as of the first date first above written when and only when:(the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders): (a) the Administrative Agent (or its counsel) shall have received all a counterpart signature page of the following, at Administrative Agent’s office, this Amendment duly executed and delivered and in formby Holdings, substance and date reasonably satisfactory to Administrative Agent: (i) this Amendment, executed by the BorrowerIntermediate Holdings, each of the LendersBorrower, the Administrative Agent, Issuing Bankthe Swing Line Lender, each L/C Issuer and Swingline Lender and the Consent and Agreement attached to this Amendment executed by the Guarantorseach 2021 Refinancing Revolving Credit Lender; (iib) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably require, certifying (i) resolutions of its board of directors, managers or members (or their equivalentits counsel) authorizing shall have received the execution Acknowledgment and performance Confirmation, substantially in the form of this Amendment which such Person is executing Exhibit B attached hereto, executed and delivered by a Responsible Officer of each of the Lead Borrower, the Co-Borrower and each Guarantor (in connection herewitheach case, including by way of facsimile or other electronic transmission); (iic) the incumbency and signature 2021 Incremental Second Amendment, dated as of the officer executing this Amendmentdate hereof, and (iii) there has been no change in such Person’s Organization Documents from among Holdings, the copies of such Person’s Organization Documents most recently delivered to Borrowers, the Administrative Agent and the Lenders or attaching any amendments or restatements thereofparty thereto, shall have become effective; (iiid) a certificate from Borrower the Administrative Agent (ior its counsel) representing and warranting that, shall have received on and as of the Third Amendment Effective Date, before (i) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and after giving effect to the increase Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in Commitments resulting hereunder respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) no Default or Event the Singapore law security deed dated 6 September 2017, as supplemented by the deed of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitmentsconfirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained in Article V and the other Loan Documents are Section 4 of this Amendment shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to Date and the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects Administrative Agent (except to the extent that any representation and warranty that is qualified by materiality or its counsel) shall be true and correct in all respects) have received a certificate dated as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Third Amendment Effective Date after giving effect to actual Credit Exposure on the Third Amendment Effective Date, if any, (ii) ratifying and confirming each signed by a Responsible Officer of the Loan Documents, (iii) agreeing that all Loan Documents shall apply Lead Borrower certifying as to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; andsame; (ivh) an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) Borrower shall have paid: (i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has received an invoice requested a Revolving Credit Note at least one three (13) Business Day Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (i) either (x) a copy of the certificate or articles of incorporation, articles of association (statuts) or equivalent organizational document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (where relevant) or by the Luxembourg Companies Register with respect to the Luxembourg Loan Parties or (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent, (ii) a certificate of the arrangement fee to be paid secretary, an authorized representative, assistant secretary or managing director (as applicable) of each Loan Party dated the Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third Amendment Effective Date and at all times since a date prior to the Arranger date of the resolutions described in clause (B) below or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers, general meeting of the shareholders or other equivalent governing body of such Loan Party authorizing the execution, delivery and performance of this Amendment and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above and that such resolutions have not been modified, rescinded or amended and are in full force and effect (as applicable), (C) that any attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement of such Loan Party has not been amended (in the case of the articles of incorporation of each such Loan Party, since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (D) as to the incumbency and specimen signature of each officer or authorised signatory executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party, (E) good standing certificates, business registration certificates or registrars (or, in each case, its equivalent) for each Loan Party from the jurisdiction in which it is organized (as applicable in the relevant jurisdiction except for the Luxembourg Loan Parties and Irish Loan Parties), each dated a recent date prior to the Third Amendment Fee LetterEffective Date; and (F) for Luxembourg Loan Parties (x) that each such Luxembourg Loan Party is not subject to nor, which arrangement fee once paid will as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be fully earned made by its manager or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (y) a certificate of non-inscription of judicial decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and nonrefundablereflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes & G▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and (iiil) the upfront fee to be paid to the Administrative Agent pursuant to the Third Amendment Fee Letter for the account of each Lender, which upfront fee will be paid to each Lender that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on June 29, 2012, which fee once paid will be fully earned and nonrefundable. (c) Borrower shall have paidreceived, in connection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) two Business Day Days prior to the Third Amendment Effective Date, all documentation and other information required about the Borrowers and the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and a Beneficial Ownership Certification for any Borrower or otherwise due Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, that has been requested in writing at least 10 Business Days prior to the Third Amendment Effective Date. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and including invoiced fees and disbursements of each 2021 Refinancing Revolving Credit Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent’s attorneysAgent or such 2021 Refinancing Revolving Credit Lender, as the case may be.