Amendment No. 3 Effective Date Clause Samples

Amendment No. 3 Effective Date. This Amendment No. 3 shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Administrative Agent in its sole discretion: (a) this Amendment No. 3 shall have been duly executed by each party hereto; (b) the Administrative Agent shall have received a copy of Term Loan Credit Agreement, dated of even date herewith, duly executed by Pathlight Capital LLC, as the Term Loan Agent, the requisite lenders parties thereto, Borrowers and Guarantors; and the other Term Loan Documents, each in form and substance satisfactory to the Agent; (c) the Administrative Agent shall have received evidence that (i) the “Existing Liabilities” (as such quoted term is defined in the Term Loan Credit Agreement (as such term is defined in Exhibit A hereto)) have been repaid in full with the proceeds of the Term Loans (as such term is defined in Exhibit A hereto) under the Term Loan Credit Agreement and the “Existing Term Loan Credit Agreement” and that the documents related thereto shall have been terminated, and (ii) all liens (including “Existing Liens” as such quoted term is defined in the Term Loan Credit Agreement) have been terminated; (d) the Administrative Agent shall have received a copy of the Term Loan Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by Administrative Agent, Term Loan Agent, Borrowers and Guarantors; (e) the receipt by Administrative Agent of (i) the Fee Letter referred to in Exhibit A to Amendment No. 3, executed and delivered by Borrowers and Agent, in form and substance satisfactory to the Agent, and (ii) the fees referred to in the Fee Letter which are due and payable on the date hereof; and (f) the receipt by Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Loan Party as the Administrative Agent may reasonably require evidencing (i) the authority of each Loan Party to enter into this Amendment No. 3 and the other Loan Documents to which such Loan Party is a party or is to become a party and (ii) the identity, authority and capacity of each responsible officer thereof authorized to act as a responsible officer in connection with this Amendment No. 3 and the other Loan Documents to which such Loan Party is a party or is to become a party.

Amendment No. 3 Effective Date. This Amendment No. 3 shall be effective on the Amendment No. 3 Effective Date, which shall be notified, in writing, by the Administrative Agent to the Borrower (which notification shall be conclusive). Notwithstanding the foregoing, Section 3 hereto (“Amendment to Letter”) is effective on the date first above written.

Amendment No. 3 Effective Date. For purposes of this Agreement, (i) any financial calculations made for fiscal quarters ended on or after the Amendment No. 3 Effective Date shall be made on the basis of the consolidated financial statements of the Borrower delivered pursuant to Section 5.01 hereof and (ii) any financial calculations that include the results of fiscal quarters ended prior to the Amendment No. 3 Effective Date shall be made on the basis of, for the fiscal quarters ended prior to the Amendment No. 3 Effective Date only, the consolidated financial statements of Intermediate Holdings delivered pursuant to Section 5.01 hereof.

Amendment No. 3 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. 3 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 each Revolving Facility Lender holding a Second Amendment Incremental Revolving Facility Commitment (in each case, including by way of facsimile or other electronic transmission); (b) on the Amendment No. 3 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; (c) no Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 3 Effective Date or, after giving effect hereto; and (d) the Administrative Agent shall have received, to the extent invoiced at least one (1) Business Day prior to the Amendment No. 3 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & 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. 3 Effective Date.

Amendment No. 3 Effective Date. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Administrative Agent in its sole discretion: (a) this Amendment shall have been duly executed by each party hereto; and (b) Administrative Agent shall have received, in form and substance satisfactory to it, an executed copy of Amendment No. 1 to Intercreditor Agreement, duly authorized, executed and delivered by Term Loan Agent, Term Loan Lenders, Borrowers and Guarantors; (c) Administrative Agent shall have received, in form and substance satisfactory to it, an executed copy of the Second Amendment to Term Loan Credit Agreement, duly authorized, executed and delivered by Term Loan Agent, Term Loan Lenders, Borrowers and Guarantors; (d) Administrative Agent shall have received, in form and substance satisfactory to it, an executed copy of the Early Termination Fee Letter, duly authorized, executed and delivered by Borrowers; and (e) as of the date of this Amendment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing.

Amendment No. 3 Effective Date. (a) This Amendment (including the Revolving Credit Facility Adjustments and the Credit Agreement) will become effective on the first date (the “Amendment No. 3 Effective Date”) on which the following conditions precedent are satisfied: (i) the Administrative Agent and the Increasing Lenders shall have received, in form and substance reasonably satisfactory to them, each of the following: (A) counterparts of this Amendment duly executed by (1) each Loan Party, (2) the Administrative Agent, (3) each Increasing Lender (after giving effect to the Facilities Adjustments), (4) the Swing Line Lender, and (5) each L/C Issuer; (1) the documentation and other information with respect to each Loan Party that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, or by an Increasing Lender’s internal policies and (2) if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; (C) one or more certificates of a Responsible Officer of each Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and together with all attachments identified below, certifying in his/her capacity as such, as of the Amendment No. 3