Common use of Amendment No. 2 Effective Date Clause in Contracts

Amendment No. 2 Effective Date. The effectiveness of this Amendment shall be subject to the satisfaction (or waiver) of the following conditions precedent (the date of which this Amendment becomes effective, the “Amendment No. 2 Effective Date”): (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by the Borrower, each other Loan Party, the Administrative Agent, the Collateral Agent, the Required Lenders and the Second Amendment Incremental Revolving Facility Lenders (in each case, including by way of facsimile or other electronic transmission); (b) the Administrative Agent shall have received an executed copy of that certain Xxxxxx Xxx Letter - Amendment No. 2, dated as of the Amendment No. 2 Effective Date (“Second Amendment Fee Letter”), by and among the Borrower, Holdings and the Administrative Agent; (c) the Administrative Agent (or its counsel) shall have received the executed legal opinions, each in customary form, of (i) Xxxxxxxx & Xxxxx LLP, New York and Delaware counsel to the Loan Parties and (ii) Holland & Xxxx LLP, special Nevada counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 2 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a certificate of good standing (or equivalent document) from the Secretary of State (or other similar official) of the jurisdiction of its organization, (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by, the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Amendment and any other Loan Documents (and any agreements relating thereto) dated as of the Amendment No. 2 Effective Date to which such person is a party and that such minutes or resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date, and (v) as to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith on behalf of such Loan Party. (e) the Administrative Agent shall have received a solvency certificate signed by a Financial Officer of Holdings confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to this Amendment; (f) the Second Amendment Incremental Revolving Facility Commitments shall satisfy the conditions for the incurrence and effectiveness of Incremental Revolving Facility Commitments set forth in Section 2.19 of the Credit Agreement; (g) on the Amendment No. 2 Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date; (h) no Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 2 Effective Date or, after giving effect hereto; and (i) the Administrative Agent shall have received (i) the applicable fees set forth in that certain Second Amendment Fee Letter, and (ii) to the extent invoiced at least one (1) Business Day prior to the Amendment No. 2 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Bird LLP) required to be reimbursed or paid by the Loan Parties under the Loan Documents to the Agents or to any Lender on or prior to the Amendment No. 2 Effective Date.

Amendment No. 2 Effective Date. The effectiveness of this This Amendment shall be subject to become effective on the satisfaction (or waiver) of date when the following conditions precedent are met (the date of which this Amendment becomes effective, the “Amendment No. 2 Effective Date”): (a) the Administrative Agent (or its counsel) and Lead Arranger shall have received (i) a counterpart signature page of this Amendment duly executed by each of the Borrower, each other Loan PartyParties, the Administrative Agent, Agent and the Collateral Agent, the Required New Term Lenders and the Second Amendment Incremental Revolving Facility Lenders (in ii) a Lender Addendum or a counterpart to this Amendment, as applicable, executed and delivered by each case, including by way of facsimile or other electronic transmission)Continuing Term Lender; (b) the Administrative conditions set forth in Sections 2.15 and 4.02 of the Credit Agreement shall be satisfied and the representations and warranties set forth in Section 5 shall be true and correct on and as of the Amendment No. 2 Effective Date, and the Lead Arranger and the Agent shall have received an executed copy of that certain Xxxxxx Xxx Letter - Amendment No. 2a certificate (in form and substance reasonably acceptable to the Lead Arranger and the Agent), dated as of the Amendment No. 2 Effective Date (“Second Amendment Fee Letter”)and signed by a Responsible Officer of the Borrowers, by and among the Borrower, Holdings and the Administrative Agentto such effect; (c) the Administrative Lead Arranger and the Agent (or its counsel) shall have received the executed favorable legal opinions, each in customary form, opinion of (i) Xxxxx Xxxx & Xxxxxxxx & Xxxxx LLP, New York and Delaware counsel to the Loan Parties and (ii) Holland & Xxxxx Xxxx LLP, special Nevada counsel to the Loan Parties; (d) the Agent and the Lead Arranger shall have received such documents and certificates as the Agent, in Lead Arranger or its counsel may reasonably request relating to the organization, existence and good standing of each caseLoan Party, the authorization of execution, delivery and performance of this Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, Lead Arranger and its counsel; (de) The Administrative Agent shall have received a certificate of all accrued and unpaid interest on the Secretary or Assistant Secretary or similar officer of each Loan Party dated Term Loans to but excluding the Amendment No. 2 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a certificate of good standing (or equivalent document) from the Secretary of State (or other similar official) of the jurisdiction of its organization, (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by, the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Amendment and any other Loan Documents (and any agreements relating thereto) dated as of the Amendment No. 2 Effective Date to which such person is a party and that such minutes or resolutions shall have not been modified, rescinded or amended and are paid in full force and effect on the Amendment No. 2 Effective Date, and (v) as to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith on behalf of such Loan Party. (e) the Administrative Agent shall have received a solvency certificate signed by a Financial Officer of Holdings confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to this AmendmentBorrowers; (f) The Borrowers shall have paid all fees and amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between the Second Borrowers and the Lead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Amendment Incremental Revolving Facility Commitments shall satisfy the conditions for the incurrence and effectiveness of Incremental Revolving Facility Commitments set forth in Section 2.19 any other out-of-pocket expenses of the Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit AgreementAgreement or the Engagement Letter; (g) on the Amendment No. 2 Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date; (h) no Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 2 Effective Date or, after giving effect hereto; and (i) the Administrative Agent The New Term Lenders shall have received (i) the applicable fees set forth in that certain Second Amendment Fee Letterreceived, and (ii) to the extent invoiced at least one (1) no later than three Business Day Days prior to the Amendment No. 2 Effective Date, reimbursement or payment of all reasonable documentation and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Bird LLP) required to be reimbursed or paid by other information about the Loan Parties as has been requested by the Agent or any New Term Lender that such Person determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Loan Documents to the Agents or to any Lender on or prior to Act, that has been requested at least five Business Days in advance of the Amendment No. 2 Effective Date; and (h) The Borrower shall have paid, or shall simultaneously with the Amendment No. 2 Effective Date, the premium due pursuant to Section 2.05(a)(iii) of the Credit Agreement required in connection with the Repricing Transaction that is contemplated hereby (for the avoidance of doubt, such amount shall be $21,079,668.75).

Amendment No. 2 Effective Date. The effectiveness of this This Amendment shall be subject to the satisfaction (or waiver) become effective as of the following conditions precedent first date (the date of which this Amendment becomes effective, the “Amendment No. 2 Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent, the Amendment No. 2 Term Lenders and the Amendment No. 2 Revolving Lenders) (it being understood and agreed that the Amendment No. 2 Effective Date is August 6, 2024): (a) the Administrative Agent (or its counsel) shall have received received: (i) a counterpart signature page of (1) this Amendment duly executed by the Borrower, Borrower and each other Loan Party, the Administrative Agent, the Collateral Agent, the Required Lenders and the Second Amendment Incremental Revolving Facility Lenders (in each case, including by way of facsimile or other electronic transmission); (b) the Administrative Agent shall have received an executed copy of that certain Xxxxxx Xxx Letter - Amendment No. 2, dated as of the Amendment No. 2 Effective Date (“Second Amendment Fee Letter”), by and among the Borrower, Holdings and the Administrative Agent; (c) the Administrative Agent (or its counsel) shall have received the executed legal opinionsTerm Lender, each in customary form, of (i) Xxxxxxxx & Xxxxx LLP, New York and Delaware counsel to the Loan Parties and (ii) Holland & Xxxx LLP, special Nevada counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 2 Effective Date Revolving Lender and certifying:the other existing Lenders party hereto (who constitute the Required Lenders) and (2) the Lender Consent duly executed by each Amendment No. 2 Rolling Term Lender; (ii) a certificate signed by a Responsible Officer of each Loan Party, in substantially the form delivered on the Closing Date, (i) certifying that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation (or other equivalent constituent and governing documents, including all amendments thereto, document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (1or equivalent document) in of such Loan Party, either (A) has not been amended since the case prior date of a corporation, delivery or (B) is attached 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 Secretary appropriate Governmental Authority of State the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary comparable managing body of such Loan Party or other person duly authorized approving this Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by the constituent documents of such Loan Party, (ii) that attached thereto is a certificate of good standing (or equivalent document) from the Secretary of State (or other similar official) of the jurisdiction of its organization, (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) Responsible Officer of such Loan Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by, the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Amendment and any other Loan Documents (and any agreements relating thereto) dated as of the Amendment No. 2 Effective Date to which such person is a party be true and that such minutes or resolutions have not been modified, rescinded or amended correct and are in full force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties, certified as of a recent date by the appropriate Governmental Authority of the state of formation; (iii) a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, in accordance with and pursuant to the requirements of Section 2.01(b) of the Amended Credit Agreement; (iv) a certificate from the chief financial officer or other office with equivalent duties of the Borrower as to the Solvency (after giving effect to the transactions on the Amendment No. 2 Effective Date, and (v) of the Borrower substantially in the form attached as Exhibit H to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith on behalf of such Loan Party. (e) the Administrative Agent shall have received a solvency certificate signed by a Financial Officer of Holdings confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to this Amendment; (f) the Second Amendment Incremental Revolving Facility Commitments shall satisfy the conditions for the incurrence and effectiveness of Incremental Revolving Facility Commitments set forth in Section 2.19 of the Existing Credit Agreement; (gv) on a certificate of a Responsible Officer of the Amendment No. 2 Effective DateBorrower in form reasonably acceptable to the Administrative Agent; (vi) a customary written opinion of (i) Dxxxx Xxxx & Wxxxxxxx LLP, in its capacity as special New York counsel for the Borrower and the Subsidiary Guarantors and (ii) Mxxxxx, Nichols, Arsht & Txxxxxx LLP in its capacity as special Delaware counsel for the Borrower and the Subsidiary Guarantors; (b) each of the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date; (h) no Default or Event of Default exists or has occurred and is continuing respects on and as of the Amendment No. 2 Effective Date orimmediately prior to, and immediately after giving effect heretoto, the incurrence of the Amendment No. 2 Term Loans and the effectiveness of the Amendment No. 2 Revolving Commitments; andprovided that to the extent any such representation or warranty specifically refers to a given date or period, it shall instead be true and correct in all material respects as of such date or such period; 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 on such respective dates; (ic) the Administrative Agent shall have received (i) the applicable fees set forth in that certain Second Amendment Fee Letter, and (ii) to the extent invoiced at least one (1) three Business Day Days prior to the Amendment No. 2 Effective Date, reimbursement or payment of (i) all reasonable outstanding documentation and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Bird LLP) required to be reimbursed or paid by other information about the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Loan Documents to the Agents or to any Lender on or Beneficial Ownership Regulation, a Beneficial Ownership Certification, that in each case of clause (i) and/or (ii) has been requested in writing at least ten Business Days prior to the Amendment No. 2 Effective Date; (d) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 10.04 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 2 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment No. 2 Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment No. 2 Effective Date); and (e) no Event of Default under the Amended Credit Agreement shall exist immediately prior to or immediately after giving effect to the effectiveness of this Amendment. For purposes of determining compliance with the conditions specified in this Section 6, the Administrative Agent, each Amendment No. 2 Term Lender , each Amendment No. 2 Revolving Lender and the other existing Lenders party hereto that have signed this Amendment, funded Amendment No. 2 Term Loans hereunder and/or established Amendment No. 2 Revolving Commitments hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6 to be consented to or approved by or acceptable or satisfactory to an Amendment No. 2 Term Lender, Amendment No. 2 Revolving Lender and/or a Lender. Notwithstanding any other provision herein, the Administrative Agent, the Amendment No. 2 Term Lenders, the Amendment No. 2 Revolving Lenders and the existing Lenders party hereto acknowledge and agree that the Amendment No. 2 Effective Date is August 6, 2024.

Amendment No. 2 Effective Date. The effectiveness This Amendment No. 2 shall become effective as of the first date on which each of the conditions set forth in this Amendment Section D shall be subject to the satisfaction have been satisfied (or waiverwaived) of the following conditions precedent (the date of which this Amendment becomes effectivesuch date, the “Amendment No. 2 Effective Date”): (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by the Borrower, each other Loan Party, the Administrative Agent, the Collateral Agent, the Required Lenders and the Second Amendment Incremental Revolving Facility Lenders (in each case, including by way of facsimile or other electronic transmission); (b) 1. the Administrative Agent shall have received an duly executed copy counterparts hereof that, when taken together, bear the signatures of that certain Xxxxxx Xxx Letter - (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) the Replacement Lender and (iv) the Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined immediately prior to the Amendment Effective Time and immediately prior to any assignments under Section B above) and (B) all the Term B Lenders and Term C Lenders on the Amendment Effective Time; 2. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment No. 22 on the Amendment No. 2 Effective Date) all accrued and unpaid interest on the Existing Term B Loans and Existing Term C Loans to, but not including, the Amendment No. 2 Effective Date; 3. the Borrower shall have submitted a Notice of Conversion or Continuation with respect to the Initial Term B Loans and Initial Term C Loans on the Amendment No. 2 Effective Date in accordance with Section 2.6 of the Existing Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 2 Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section D.8 and D.9 hereof have been satisfied as of the Amendment No. 2 Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment No. 2 Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment No. 2 (and any agreements relating hereto) to which it is a party, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment No. 2 Effective Date (“Second Amendment Fee Letter”), by and among the Borrower, Holdings and the Administrative Agent; (c) the Administrative Agent (or its counsel) shall have received the executed legal opinions, each in customary form, of (i) Xxxxxxxx & Xxxxx LLP, New York and Delaware counsel to the Loan Parties and (ii) Holland & Xxxx LLP, special Nevada counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 2 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a certificate of good standing (or equivalent document) from the Secretary of State (or other similar official) of the jurisdiction of its organization, (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by, the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Amendment and any other Loan Documents (and any agreements relating thereto) dated as of the Amendment No. 2 Effective Date to which such person is a party and that such minutes or resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date, and (v) as to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith on behalf of such Loan Party. (e) the Administrative Agent shall have received a solvency certificate signed by a Financial Officer of Holdings confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to this Amendment; (f) the Second Amendment Incremental Revolving Facility Commitments shall satisfy the conditions for the incurrence and effectiveness of Incremental Revolving Facility Commitments set forth in Section 2.19 of the Credit Agreement; (g) on the Amendment No. 2 Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date; (h) no Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 2 Effective Date or, after giving effect hereto; and (i) the Administrative Agent shall have received (i) the applicable fees set forth in that certain Second Amendment Fee Letter, and (ii) to the extent invoiced at least one (1) Business Day prior to the Amendment No. 2 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Bird LLP) required to be reimbursed or paid by the Loan Parties under the Loan Documents to the Agents or to any Lender on or prior to the Amendment No. 2 Effective Date.

Amendment No. 2 Effective Date. The effectiveness Amendment No. 2 to this Agreement, dated as of this February 12, 2009 (“Amendment No. 2”), shall be subject to not become effective until the satisfaction (or waiver) date on which each of the following conditions precedent is satisfied or waived: (a) The Administrative Agent shall have received a secretary’s certificate of each Loan Party certifying (i) that there have been no changes to the date articles or bylaws (or other applicable constituent documents) of which such Loan Party since such documents were most recently delivered to the Administrative Agent (in connection with the closing of Amendment No. 1) by such Loan Party or attaching the current articles or bylaws (or other applicable constituent documents) of such Loan Party, as applicable, and (ii) as to the resolutions (or other applicable authorizations) of such Loan Party authorizing this Agreement (as amended by Amendment becomes effectiveNo. 2), the “Subsidiary Guarantee Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received a certificate, dated the Amendment No. 2 Effective Date”): Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by the Borrower, each other Loan Party, the Administrative Agent, the Collateral Agent, the Required Lenders and the Second Amendment Incremental Revolving Facility Lenders (in each case, including by way of facsimile or other electronic transmission); (b) the of Section 4.02. (c) The Administrative Agent shall have received an executed copy from each Subsidiary Guarantor either (i) a counterpart of that certain Xxxxxx Xxx Letter - Amendment No. 2the Subsidiary Guarantee Agreement, dated as of the Amendment No. 2 Effective Date (“Second Amendment Fee Letter”)Date, by and among the Borrower, Holdings and the Administrative Agent; (c) the Administrative Agent (signed on behalf of such Subsidiary Guarantor or its counsel) shall have received the executed legal opinions, each in customary form, of (i) Xxxxxxxx & Xxxxx LLP, New York and Delaware counsel to the Loan Parties and (ii) Holland & Xxxx LLP, special Nevada counsel to the Loan Parties, in each case, in form and substance written evidence reasonably satisfactory to the Administrative Agent;Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such Subsidiary Guarantor has signed a counterpart of such Subsidiary Guarantee Agreement. (d) The Administrative Agent shall have received a certificate of written opinion (addressed to the Secretary or Assistant Secretary or similar officer of each Loan Party Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date and certifying: Date) of each of (i) that attached thereto is a true and complete copy of Fulbright & Xxxxxxxx L.L.P., counsel for the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan PartyCompany, (1ii) Xxxx X. Xxxxxxx, Vice President – Legal, Assistant General Counsel and Assistant Secretary for the Company, (iii) Gowling Xxxxxxx Xxxxxxxxx LLP, special Canadian counsel for the initial Canadian Borrower, (iv) Xxxx Xxxxx Xxxxxxxx Xxxxxx LLP, special UK counsel for the initial UK Borrower and (v) the relevant counsel in respect of each Subsidiary Guarantor, each in form and substance reasonably satisfactory to the case of Administrative Agent and covering such other matters relating to the Company, the initial Canadian Borrower, the initial UK Borrower, the Subsidiary Guarantors, this Agreement (as amended by Amendment No. 2), the Subsidiary Guarantee Agreement or the Transactions as the Required Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (e) The Administrative Agent shall have received a corporationgood standing certificate (or analogous documentation, certified as of a recent date by if applicable) for each Loan Party from the Secretary of State (or other similar officialanalogous governmental entity) of the jurisdiction of its organization, or (2) otherwise certified by to the Secretary or Assistant Secretary of extent generally available in such Loan Party or other person duly authorized by the constituent documents of such Loan Party,jurisdiction. (iif) that attached thereto is The Administrative Agent shall have received from each party to the Escrow Account Agreement either (i) a certificate of good standing (or equivalent document) from the Secretary of State (or other similar official) counterpart of the jurisdiction of its organization, (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreementEscrow Account Agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by, the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Amendment and any other Loan Documents (and any agreements relating thereto) dated as of the Amendment No. 2 Effective Date to which such person is a party and that such minutes or resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date, and (v) as to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith signed on behalf of such Loan Party. party or (eii) written evidence reasonably satisfactory to the Administrative Agent shall have received (which may include telecopy transmission of a solvency certificate signed by signature page of this Agreement) that such party has signed a Financial Officer counterpart of Holdings confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to this Amendment; (f) the Second Amendment Incremental Revolving Facility Commitments shall satisfy the conditions for the incurrence and effectiveness of Incremental Revolving Facility Commitments set forth in Section 2.19 of the Credit such Escrow Account Agreement;. (g) on the Amendment No. 2 Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date; (h) no Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 2 Effective Date or, after giving effect hereto; and (i) the The Administrative Agent shall have received (i) the applicable fees set forth in that certain Second Amendment Fee Letter, and (ii) to the extent invoiced at least one (1) Business Day prior to the Amendment No. 2 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Bird LLP) required to be reimbursed or paid by the Loan Parties under the Loan Documents to the Agents or to any Lender on or prior to the Amendment No. 2 Effective Date, PDF copies of all intercompany promissory notes constituting Collateral and all allonges related thereto and (ii) by no later than February 13, 2009, original copies of all intercompany promissory notes constituting Collateral and all allonges related thereto.

Amendment No. 2 Effective Date. The effectiveness This Amendment No. 2 shall become effective as of the first date on which each of the conditions set forth in this Amendment Section D shall be subject to the satisfaction have been satisfied (or waiverwaived) of the following conditions precedent (the date of which this Amendment becomes effectivesuch date, the “Amendment No. 2 Effective Date”): (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by the Borrower, each other Loan Party, the Administrative Agent, the Collateral Agent, the Required Lenders and the Second Amendment Incremental Revolving Facility Lenders (in each case, including by way of facsimile or other electronic transmission); (b) 1. the Administrative Agent shall have received an duly executed copy counterparts hereof that, when taken together, bear the signatures of that certain Xxxxxx Xxx Letter - (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) the Replacement Lender and (iv) the Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined immediately prior to the Amendment Effective Time and immediately prior to any assignments under Section B above) and (B) all the Term B Lenders and Term C Lenders on the Amendment Effective Time; 2. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment No. 22 on the Amendment No. 2 Effective Date) all accrued and unpaid interest on the Existing Term B Loans and Existing Term C Loans to, but not including, the Amendment No. 2 Effective Date; 3. the Borrower shall have submitted a Notice of Conversion or Continuation with respect to the Initial Term B Loans and Initial Term C Loans on the Amendment No. 2 Effective Date in accordance with Section 2.6 of the Existing Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 2 Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section D.8 and D.9 hereof have been satisfied as of the Amendment No. 2 Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment No. 2 Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment No. 2 (and any agreements relating hereto) to which it is a party, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment No. 2 Effective Date (“Second Amendment Fee Letter”), by and among the Borrower, Holdings and the Administrative Agent; (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent (on the Closing Date or its counsel) shall have received the executed legal opinions, each in customary form, of (i) Xxxxxxxx & Xxxxx LLP, New York and Delaware counsel to the Loan Parties and (ii) Holland & Xxxx LLP, special Nevada counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); (d) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No6. 2 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) fees in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) that attached thereto is a certificate of good standing (or equivalent document) from the Secretary of State (or other similar official) of the jurisdiction of its organization, (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as amounts previously agreed in effect writing to be received on the Amendment No. 2 Effective Date and (ii) all expenses required to be paid in respect of this Amendment No. 2 pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at all times since a date least three (3) Business Days prior to the date of Amendment No. 2 Effective Date; 7. the resolutions described Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in clause (iv) below, (iv) that attached thereto is a true and complete copy of each case, to the minutes of, or resolutions duly adopted by, the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Amendment and any other Loan Documents (and any agreements relating thereto) dated as of extent reasonably requested in writing at least 10 Business Days prior to the Amendment No. 2 Effective Date to which such person is a party and that such minutes or resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date, and (v) as to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith on behalf of such Loan Party. (e) by the Administrative Agent shall have received a solvency certificate signed by a Financial Officer of Holdings confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to this Amendmentor such Lender; (f) the Second Amendment Incremental Revolving Facility Commitments shall satisfy the conditions for the incurrence and effectiveness of Incremental Revolving Facility Commitments set forth in Section 2.19 of the Credit Agreement; (g) on the Amendment No8. 2 Effective Date, the representations and warranties of each Loan Party set forth contained in the Loan Credit Agreement and the other Credit Documents shall be are true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case respects on and as of such datethe date hereof to the same extent as though made on and as of the date hereof, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to an earlier date, in which case such representation representations and warranty shall be so warranties were true and correct in all material respects on and as of such earlier date;; and (h) 9. no Default or Event of Default exists or event has occurred and is continuing on and as or would result from the consummation of the proposed transactions contemplated hereby that would constitute an Event of Default. For purposes of determining compliance with the conditions specified in this Section D, by signing this Amendment No. 2 Effective Date or2, after giving effect hereto; and each Lender party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with or waived (i) as applicable), each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Borrower and the Administrative Agent shall have received (i) the applicable fees set forth in that certain Second Amendment Fee Letter, and (ii) to the extent invoiced at least one (1) Business Day notice from such Lender prior to the Amendment No. 2 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Bird LLP) required to be reimbursed or paid by the Loan Parties under the Loan Documents to the Agents or to any Lender on or prior to the Amendment No. 2 Effective DateDate specifying its objection thereto.