Common use of Conditions of Effectiveness of this First Amendment Clause in Contracts

Conditions of Effectiveness of this First Amendment. This First Amendment shall become effective on the date when the following conditions shall have been satisfied (or waived): (a) Holdings, the Borrower, each of the other Loan Parties, the Administrative Agent and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same, no later than 5 p.m. New York time on August 16, 2018, to Xxxxxx Xxxxx & Bockius LLP, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx (Xxxxxxxx.xxxx@xxxxxxxxxxx.xxx; facsimile number 617.341.7701), counsel to the Administrative Agent; (b) the Borrower and the Administrative Agent shall have signed a counterpart of that certain letter agreement, dated August 17, 2018 (the “First Amendment Fee Letter”), as to the fees payable in connection with this First Amendment; (c) the Borrower shall have paid, by wire transfer of immediately available funds, to the Administrative Agent, for the ratable account of each Lender party hereto which delivers a signed counterpart hereof in accordance with Section 3(a) above, a fee in an amount equal to 0.05% of the aggregate amount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Lender, together with all other amounts payable to the Administrative Agent on the effective date of this First Amendment. (d) on the First Amendment Effective Date and after giving effect to this First Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties made by or on behalf of Holdings and the Borrower in this First Amendment and the Credit Agreement, and by or on behalf of each Loan Party in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) as of such specified date); (e) the Administrative Agent shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clause (d); (f) there shall have been delivered to the Administrative Agent (i) such copies of resolutions or other action of each Loan Party approving and authorizing the execution, delivery and performance of this First Amendment, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, (ii) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the Loan Documents (including, this First Amendment) and (iii) either (x) the constitutive documents of each Loan Party, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being true and complete or (y) a certificate of a Responsible Officer of each Loan Party stating that, since the Effective Date, no amendments or other modifications to the constitutive documents of such Loan Party have been made; and (g) the Administrative Agent shall have received an opinion from (i) Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Lenders.

Conditions of Effectiveness of this First Amendment. This First Amendment and the obligation of the Lenders to provide the New Commitments shall become effective on upon the date when first written above (the “First Amendment Effective Date”) upon the satisfaction of the following additional conditions shall have been satisfied (or waived):precedent: (a) Holdingsthe Administrative Agent (or its counsel) shall have received counterparts to this First Amendment, duly executed by (i) the Borrower, each of Borrower and the other Loan Parties, the Administrative Agent Parties and (ii) each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same, no later than 5 p.m. New York time on August 16, 2018, to Xxxxxx Xxxxx & Bockius LLP, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx (Xxxxxxxx.xxxx@xxxxxxxxxxx.xxx; facsimile number 617.341.7701), counsel to the Administrative AgentLender; (b) at the Borrower time of and the Administrative Agent shall have signed a counterpart of that certain letter agreement, dated August 17, 2018 (the “First Amendment Fee Letter”), as to the fees payable in connection with this First Amendment; (c) the Borrower shall have paid, by wire transfer of immediately available funds, to the Administrative Agent, for the ratable account of each Lender party hereto which delivers a signed counterpart hereof in accordance with Section 3(a) above, a fee in an amount equal to 0.05% of the aggregate amount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Lender, together with all other amounts payable to the Administrative Agent on the effective date of this First Amendment. (d) on after the First Amendment Effective Date and after giving effect to this First AmendmentDate, (i) no Default or Event of Default shall have occurred and be continuing and exist or would result from this First Amendment, the entry into this First Amendment, the incurrence of the New Commitments or from the application of any proceeds from any borrowings on the First Amendment Effective Date; (iic) the representations and warranties made by or on behalf of Holdings and the Borrower in this First Amendment and the Credit Agreement, and by or on behalf of each Loan Party set forth in the Amended Credit Agreement and in each other Loan Documents Document shall be true and correct in all material respects on and as of the First Amendment Effective Date (it being understood with the same effect as though made on and as of such date, except that (xi) any representation or warranty to the extent that is qualified by materiality or Material Adverse Effect such representations and warranties specifically refer to an earlier date, such representations and warranties shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) as of such specified date);earlier date and (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (ed) the Administrative Agent Agent’s receipt of the following, each of which shall have received from the Borrower a certificate be originals or facsimiles unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the Borrower, certifying compliance with the requirements of preceding clause (d); (f) there shall have been delivered signing Loan Party and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) such copies a certificate, dated as of resolutions or other action the First Amendment Effective Date, signed by the chief financial officer of each Loan Party approving Party, certifying as to compliance with the conditions precedent set forth in clauses (b) and (c) of this Section 5; (ii) a certificate of each Loan Party, dated the First Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of this First Amendment, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign this First Amendment, and (C) certify that attached thereto is the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement. (iii) a long form good standing certificate for each Loan Party from its jurisdiction of organization. (iv) a legal opinion of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP , legal counsel for the Loan Parties; and (v) a certificate attesting to the solvency of the Borrower and its Subsidiaries (taken as a whole) on the First Amendment Effective Date, after giving effect to the transactions contemplated hereby, including the incurrence of the New Commitments and any borrowings on the First Amendment Effective Date, from the chief financial officer of the Borrower; and (e) the Borrower shall pay or cause to be paid (x) all fees required to be paid by that certain Fee Letter, dated as of July 17, 2024, by and between the Borrower and the Administrative Agent, and (y) all fees and expenses and reasonable out-of-pocket expenses required to be paid by Section 8 below; and (f) at least three Business Days prior to the First Amendment Effective Date, the Borrower and each of the other Loan Parties shall have provided to the Administrative Agent or the Lenders the documentation and other information theretofore requested in writing by the Administrative Agent or the Lenders at least five business days prior to the First Amendment Effective Date that is required by a Responsible Officer of such Loan Party as being in full force regulatory authorities under applicable “know your customer” and effect without modification or amendmentanti-money-laundering rules and regulations, (ii) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as including the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the Loan Documents (including, this First Amendment) and (iii) either (x) the constitutive documents of each Loan Party, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being true and complete or (y) a certificate of a Responsible Officer of each Loan Party stating that, since the Effective Date, no amendments or other modifications to the constitutive documents of such Loan Party have been made; and (g) the Administrative Agent shall have received an opinion from (i) Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the LendersUSA PATRIOT Act.

Conditions of Effectiveness of this First Amendment. This First Amendment shall become effective on the date when each of the following conditions shall have been satisfied (or waivedsuch date, the “First Amendment Effective Date”): (a) the Administrative Agent (or its counsel) shall have received from each of Holdings, the BorrowerBorrower and, solely with respect to Sections 6 and 8, each of the other Loan Parties, the Administrative Agent and each of the Lenders shall have signed Party hereto a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same, no later than 5 p.m. New York time this First Amendment signed on August 16, 2018, to Xxxxxx Xxxxx & Bockius LLP, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx (Xxxxxxxx.xxxx@xxxxxxxxxxx.xxx; facsimile number 617.341.7701), counsel to the Administrative Agentbehalf of such party; (b) the Borrower and the Administrative Agent shall have signed received, on behalf of itself, and each Lender, a counterpart written opinion of that certain letter agreementXxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as counsel for the Loan Parties, (A) dated August 17, 2018 (the “First Amendment Fee Letter”)Effective Date, as to the fees payable in connection with this First Amendment; (cB) the Borrower shall have paid, by wire transfer of immediately available funds, addressed to the Administrative Agent, for the ratable account of each Lender party hereto which delivers a signed counterpart hereof in accordance with Section 3(a) above, a fee in an amount equal to 0.05% of Issuing Bank and the aggregate amount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Lender, together with all other amounts payable to the Administrative Agent on the effective date of this First Amendment. (d) Lenders on the First Amendment Effective Date and after giving effect (C) in form and substance reasonably satisfactory to this First Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties made by or on behalf of Holdings and Administrative Agent covering such matters relating to the Borrower in this First Amendment and the Credit Agreement, and by or on behalf of each Loan Party in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) as of such specified date)Administrative Agent shall reasonably request; (ec) the Administrative Agent shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, certifying compliance that on the First Amendment Effective Date (i) no Event of Default or Default shall have occurred and be continuing and (ii) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the requirements same effect as though made on and as of preceding clause the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; (d) the Administrative Agent shall have received a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower in substantially the form of Exhibit G to the Credit Agreement (modified as appropriate to give effect to this First Amendment); (fe) there shall have been delivered to the Administrative Agent shall have received (i) either (x) a copy of the certificate or articles of incorporation 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 or (y) confirmation from such copies Loan Party that there has been no change to such organizational documents since the Closing Date, (ii) a certificate of resolutions the secretary or other action assistant secretary of each Loan Party approving dated the First Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party as in effect on the First Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below or (y) there has been no change to such governing documents since the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other equivalent governing body of such Loan Party authorizing the execution, delivery and performance of this First AmendmentAmendment and/or any other document delivered in connection herewith and that such resolutions have not been modified, certified rescinded or amended and are in full force and effect, (C) that any attached certificate or articles of incorporation, equivalent Doc#: US1:15347391v4 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 or equivalent organizational document 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) to the extent not previously delivered to the Administrative Agent, as to the incumbency and specimen signature of each officer executing this First Amendment or any other document delivered in connection herewith on behalf of such Loan Party and (E) good standing certificates for each Loan Party from the jurisdiction in which it is organized, each dated a recent date prior to the First Amendment Effective Date; and (iii) a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate delivered pursuant to clause (ii) above; (f) the Administrative Agent and the arrangers for the 2021 Term Facility (collectively, the “2021 Lead Arrangers”) shall have received all fees to be paid by the Borrower on the First Amendment Effective Date pursuant to any separate written agreement and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of King & Spalding LLP) required to be reimbursed or paid by the Loan Parties under the Credit Agreement or under any Loan Document on the First Amendment Effective Date, to the extent invoiced at least three (3) Business Days (or such shorter period as agreed to by the Borrower) prior to the First Amendment Effective Date (which amounts may be offset against the proceeds of the Loans); (i) the Administrative Agent shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) days prior to the First Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force the Administrative Agent or the 2021 Term Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and effect Anti-Money Laundering Laws, rules and regulations, including without modification or amendment, limitation the USA PATRIOT Act and (ii) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party to the extent the Borrower qualifies as a “legal entity customer” under the Administrative Agent may reasonably require evidencing the identityBeneficial Ownership Regulation, authority and capacity of each Responsible Officer thereof in connection with the Loan Documents at least two (including, this First Amendment2) and (iii) either (x) the constitutive documents of each Loan Party, certified as of days prior to the First Amendment Effective Date by Date, any Lender that has requested, in a Responsible Officer of such Loan Party as being true and complete or written notice to the Borrower at least ten (y10) a certificate of a Responsible Officer of each Loan Party stating that, since Business Days prior to the First Amendment Effective Date, no amendments or other modifications a Beneficial Ownership Certification in relation to the constitutive documents Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by any 2021 Term Lender of its signature page to this First Amendment, the condition set forth in this clause (g) shall be deemed to be satisfied with respect to such Loan Party have been made2021 Term Lender); and (gh) the Administrative Agent shall have received an opinion from (i) Xxxxxx & Xxxxxxx LLP, special New York counsel a Borrowing Request as required by Section 2.03 of the Credit Agreement for the 2021 Term Loans to be made on the Loan Parties and (ii) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the LendersFirst Amendment Effective Date.

Conditions of Effectiveness of this First Amendment. This First Amendment shall become effective on the date when the following conditions shall have been satisfied (or waivedsuch date, the “First Amendment Effective Date”): (a) Holdings, the Borrower, each of the other Loan PartiesBorrowers, the Administrative Agent Agent, the 2016 Replacement Lenders and each of Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile the same to LendAmend LLC online via xxx.XxxxXxxxx.xxx or other electronic transmission) the same, no later than 5 p.m. New York time on August 16, 2018, via e-mail to Xxxxxx Xxxxx & Bockius LLP, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx (Xxxxxxxx.xxxx@xxxxxxxxxxx.xxx; facsimile number 617.341.7701), counsel to the Administrative AgentXxxxxXxxxXxx00@xxxxxxxxx.xxx; (b) the Borrower and the Administrative Agent Borrowers shall have signed a counterpart paid (or shall pay substantially concurrently with the effectiveness of that certain letter agreement, dated August 17, 2018 (the “First Amendment Fee Letter”), as to the fees payable in connection with this First Amendment; (c) the Borrower shall have paid), by wire transfer of immediately available funds, (i) to the 2016 Replacement Term Loan Lead Arranger, all fees as have been separately agreed and (ii) to the Administrative Agent, for the ratable account of each Lender party hereto which delivers Existing Lender, all accrued but unpaid interest on the Original Replaced Term Loans through the First Amendment Effective Date; (c) on or prior to the First Amendment Effective Date, the Borrowers shall have made a signed counterpart hereof in accordance with voluntary prepayment of Term Loans, pursuant to Section 3(a2.11(a) above, a fee in an amount equal to 0.05% of the aggregate Credit Agreement, in a principal amount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Lender, together with all other amounts payable to the Administrative Agent on the effective date of this First Amendment.$100,000,000; (d) on the First Amendment Effective Date and after giving effect to this First Amendment, (i) no Default under Sections 7.01(a), 7.01(f) or 7.01(g) of the Credit Agreement or Event of Default shall have occurred and be continuing and (ii) the representations and warranties made Administrative Agent shall have received from the Borrowers a certificate executed by or on behalf a Responsible Officer of Holdings and the Borrower in this First Amendment and Agent, certifying the Credit Agreement, and by or on behalf of each Loan Party in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) as of such specified date)foregoing; (e) the Administrative Agent shall have received from the Borrower a certificate Acknowledgment and Confirmation, substantially in the form of Exhibit B hereto, executed and delivered by a Responsible Officer of each of the Borrower, certifying compliance with the requirements of preceding clause (d)Borrowers and each other Loan Party; (f) there shall have been delivered to the Administrative Agent (A) a certificate, dated as of the First Amendment Effective Date, executed by a Responsible Officer (which shall be deemed for this purpose to include any Secretary or any Assistant Secretary) of Holdings and each of the Borrowers certifying (i) such that no amendments or modifications have been made to the Organizational Documents of Holdings and each of the Borrowers since the same were delivered to the Administrative Agent prior to the First Amendment Effective Date, (ii) that attached thereto are true and correct copies of resolutions or other action of each Loan Party the board of directors of Holdings and the Borrowers approving and authorizing the execution, delivery and performance of this First Amendment, certified as Amendment and the performance of the Credit Agreement (as amended by this First Amendment Effective Date by a Responsible Officer Amendment) and the Form of Acknowledgement and Confirmation attached as Exhibit B hereto, as applicable, and that such Loan Party as being resolutions are in full force and effect without modification or amendment, (ii) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the Loan Documents (including, this First Amendment) amendment and (iii) either (x) as to the constitutive documents incumbency and specimen signature of each Loan Party, certified as officer or authorized person executing this First Amendment or any other document delivered in connection herewith on behalf of Holdings and each of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being true and complete or Borrowers (y) together with a certificate of a Responsible Officer of each Loan Party stating that, since the Effective Date, no amendments another officer or other modifications authorized person as to the constitutive documents incumbency and specimen signature of such Loan Party have been made; andthe officer or authorized person executing the certificate in this clause (iii), and (B) good standing certificates for Holdings and the Borrowers from the jurisdiction in which they are organized; (g) the Administrative Agent shall have received from the Borrower Agent a solvency certificate from the chief financial officer of the Borrower Agent (after giving effect to the incurrence of the 2016 Replacement Term Loans on the First Amendment Effective Date and the application of the proceeds thereof) substantially in the form of Exhibit H to the Credit Agreement; (h) the Administrative Agent shall have received an opinion from (i) Xxxxxx Ropes & Xxxxxxx Xxxx LLP, special New York counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, the Collateral Agent, the 2016 Replacement Term Loan Lead Arranger and the Lenders; and (i) the Administrative Agent shall have received a “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower or the applicable Subsidiary (if required), and evidence of flood insurance, in the event any such Mortgaged Properties or portion thereof is located in a special flood hazard area).

Conditions of Effectiveness of this First Amendment. This First Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on the date when which each of the following conditions shall have been satisfied (or waivedwhich, in the case of clauses (f) and (g) below, may be substantially concurrent with the satisfaction of the other conditions specified below): (a) HoldingsThe Administrative Agent shall have received (i) duly executed counterparts hereof that, when taken together, bear the Borrowersignatures of the Borrowers, each of the other Loan Parties, each of the Lenders, each Initial Euro Term Lender and the Administrative Agent and (ii) duly executed originals of each of (1) a supplemental debenture between RBP Global Holdings Limited, RB Pharmaceuticals Limited and RB Pharmaceuticals (EU) Limited as chargors and the Lenders shall have signed a counterpart hereof Administrative Agent as Security Trustee (whether the same or different counterparts“Supplemental Debenture”) and shall have delivered (including by way of facsimile or other electronic transmission2) a supplemental assignment between Indivior Finance S.à x.x. and the sameAdministrative Agent as Security Trustee (the “Supplemental Assignment” and, no later than 5 p.m. New York time on August 16together with the Supplemental Debenture, 2018, to Xxxxxx Xxxxx & Bockius LLP, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx (Xxxxxxxx.xxxx@xxxxxxxxxxx.xxx; facsimile number 617.341.7701the “Supplemental English Documents”), counsel in each case in form and substance reasonably satisfactory to the Administrative Agent;Agent and executed by the relevant Loan Parties party thereto. (b) the Borrower and the Administrative Agent shall have signed a counterpart of that certain letter agreement, dated August 17, 2018 (the “First Amendment Fee Letter”), as to the fees payable in connection with this First Amendment; (c) the Borrower shall have paid, by wire transfer of immediately available funds, to the Administrative Agent, for the ratable account of each Lender party hereto which delivers a signed counterpart hereof in accordance with Section 3(a) above, a fee in an amount equal to 0.05% of the aggregate amount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Lender, together with all other amounts payable to the Administrative Agent on the effective date of this First Amendment. (d) on the First Amendment Effective Date and after giving effect to this First Amendment, (i) no No Default or Event of Default shall have occurred and be is continuing and or will result from the incurrence of the Initial Euro Term Loans or the effectiveness of this First Amendment on such date. (iic) the The representations and warranties made by or on behalf of Holdings and the Borrower Loan Parties set forth in this First Amendment and the Credit Agreement, Agreement and by or on behalf of each Loan Party in the other Loan Documents shall be true and correct in all material respects on and as of such date with the First Amendment Effective Date (it being understood same effect as though such representations and warranties had been made on and as of such date; provided that (x) to the extent that any representation and warranty specifically refers to a given date or warranty that is qualified by materiality or Material Adverse Effect period, it shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects as of such date or for such period. (d) The Administrative Agent shall have received a legal opinion of each of (i) Xxxx Xxxxx Rifkind Xxxxxxx & Xxxxxxxx LLP, in its capacity as special counsel for the Borrowers and the Subsidiary Guarantors, (ii) White & Case LLP in its capacity as English counsel for the Administrative Agent and the Lenders and (iii) Elvinger, Hoss & Prussen, in its capacity as special counsel for the Borrowers and the Subsidiary Guarantors, in each case, dated the First Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received (i) a certificate dated as of the First Amendment Effective Date in substantially the form of Exhibit M to the Credit Agreement from the chief financial officer of the Borrower Representative (or all respects after taking into account other officer with reasonably equivalent responsibilities) of the Borrower Representative certifying as to the matters set forth therein, (ii) a certificate of good standing (or equivalent) certificate as of a recent date for each Loan Party from its jurisdiction of organization (to the extent such qualificationconcept, or an equivalent concept, exists in such jurisdiction) and (iii) a certificate of each Loan Party, dated the First Amendment Effective Date and executed by a secretary, assistant secretary, manager, authorized signatory or other senior officer (as the case may be) as of such specified date); (e) the Administrative Agent shall have received from the Borrower a certificate executed thereof in form and substance similar to that delivered by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clause (d); (f) there shall have been delivered to the Administrative Agent (i) such copies of resolutions or other action of each Loan Party pursuant to Section 4.01(e)(i) of the Credit Agreement (and with respect to the Lux Borrower, pursuant to Section 4.01(e)(ii) of the Credit Agreement), which certificate shall, in particular (1) certify that attached thereto is a true and complete copy of the resolutions or written consents of (I) such Loan Party’s board of directors (or if applicable, committee of the board of directors), board of managers, members and/or other governing body and (II) in the case of each English Loan Party, such English Loan Party’s shareholders approving the terms of and authorizing the execution, delivery and performance of this First Amendment, certified the Credit Agreement (as amended hereby) and the Supplemental English Documents (as applicable) and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect as of such date and (2) confirm that, other than with respect to the resolutions of directors, shareholders or other applicable governing body referred to therein, the matters certified by such Loan Party pursuant to Section 4.01(e) of the Credit Agreement are and remain true and correct as of such date. (f) The Term Borrowers shall have (i) made an optional prepayment of Original Term Loans pursuant to, and in accordance with the requirements of, Section 2.10(a) of the Credit Agreement (as modified hereby) in an aggregate principal amount of $105,755,000 and (ii) paid in full all accrued but unpaid interest with respect to the Original Term Loans (irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement). (g) The Borrowers shall have paid (i) to the Administrative Agent, for the account of each Term Lender party hereto, an initial yield payment equal to 3.00% of the aggregate amount of the Initial Term Loans (prior to giving effect to this First Amendment) held by such Term Lender, which each such payment to be earned by, and payable to, each such Term Lender in Dollars in immediately available funds on the First Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, (ii) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the Loan Documents (including, this First Amendment) and (iii) either (x) the constitutive documents of each Loan Party, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being true and complete or (y) a certificate of a Responsible Officer of each Loan Party stating that, since the Effective Date, no amendments or other modifications to the constitutive documents of Arrangers, such Loan Party other fees and expenses as have been made; andseparately agreed. (gh) the The Administrative Agent shall have received an opinion from a notice of the borrowing of the Initial Euro Term Loans as required by Section 2.03 of the Credit Agreement (i) Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Lendersas amended hereby).

Conditions of Effectiveness of this First Amendment. This First Amendment shall become be binding and effective on the date when the following conditions shall have been satisfied (or waived) (such date, the “First Amendment Effective Date”): (a) Holdings, the U.S. Borrower, each of the other Loan PartiesEuropean Borrower, the Subsidiary Guarantors, the Administrative Agent Agent, the Revolving Lenders, the Issuing Lender, the Swingline Lender, the Required Lenders, the Designated 2013 Replacement Term Lender and each of the 2013 Replacement Term Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same, no later than 5 p.m. New York time on August 16, 2018, same to Xxxxxx Xxxxx White & Bockius Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, XxxxxxXxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx Xxxxxxx (Xxxxxxxx.xxxx@xxxxxxxxxxx.xxx0000XxxxxXxxxxxxxxxx@xxxxxxxxx.xxx; facsimile number 617.341.7701(000) 000-0000), counsel to the Administrative Agent; (b) the Borrower and the Administrative Agent shall have signed a counterpart of that certain letter agreement, dated August 17, 2018 (the “First Amendment Fee Letter”), as to the fees payable in connection with this First Amendment; (c) the U.S. Borrower shall have paid, by wire transfer of immediately available funds, (i) to DBSI, all fees due and payable pursuant to that certain fee letter dated as of February 5, 2013 between the U.S. Borrower and DBSI and (ii) to the Administrative Agent, for the ratable account of each Lender party hereto which delivers a signed counterpart hereof in accordance with Section 3(a) above, a fee in an amount equal to 0.05% of the aggregate amount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Existing Lender, together with all other amounts payable to the Administrative Agent accrued but unpaid interest on the effective date of this Refinanced Term Loans through the First Amendment.Amendment Effective Date; (dc) (i) on the First Amendment Effective Date and after giving effect to this First AmendmentAmendment and the incurrence of the 2013 Replacement Term Loans, (i) no Default or Event of Default shall have occurred and be continuing and (ii) on and as of the First Amendment Effective Date, the representations and warranties made by or on behalf of Holdings and the Borrower contained in this First Amendment and the Credit Agreement, Agreement and by or on behalf of each Loan Party in the other Loan Documents Document shall be true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true such date as if made on and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be required to be have been true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) as of such specified earlier date; (d) the Administrative Agent shall have received from the U.S. Borrower a certificate executed by an Authorized Officer of the U.S. Borrower, a certificate certifying compliance with the requirements of preceding clause (c); (e) the Administrative Agent shall have received a solvency certificate from the Borrower a certificate executed by a Responsible Officer chief financial officer of the BorrowerU.S. Borrower substantially in the form of Exhibit N to the Credit Agreement, certifying compliance with which demonstrates that Holdings and its Subsidiaries, on a consolidated basis, are, and after giving effect to the requirements incurrence of preceding clause (d)the 2013 Replacement Term Loans on the First Amendment Effective Date and the application of the proceeds thereof and the other transactions contemplated hereby, will be, Solvent; (f) there shall have been delivered to the Administrative Agent shall have received (i) such copies of resolutions including by telecopy or other action electronic transmission) the Acknowledgment and Confirmation, substantially in the form of each Loan Party approving Exhibit A hereto, executed and authorizing the execution, delivery and performance of this First Amendment, certified as delivered by an Authorized Officer of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force U.S. Borrower and effect without modification or amendment, (ii) incumbency certificates and/or each other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the Loan Documents (including, this First Amendment) and (iii) either (x) the constitutive documents of each Loan Party, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being true and complete or (y) a certificate of a Responsible Officer of each Loan Party stating that, since the Effective Date, no amendments or other modifications to the constitutive documents of such Loan Party have been made; and; (g) the Administrative Agent shall have received (i) a certificate of each Loan Party, dated the First Amendment Effective Date, substantially in the form of Exhibit M to the Credit Agreement, with appropriate insertions and attachments, including certified organizational authorizations, incumbency certifications, the certificate of incorporation or other similar organizational document of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and bylaws or other similar organizational document of each Loan Party (including, without limitation, the partnership agreement with respect to the European Borrower) certified by an opinion Authorized Officer as being in full force and effect on the First Amendment Effective Date, and (ii) a good standing certificate for each U.S. Loan Party from its jurisdiction of organization; and (h) the Administrative Agent shall have received customary legal opinions from (i) Xxxxx, Xxxxx, Xxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx, LLP, special New York counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxx LLPDe Brauw Blackstone Westbroek New York B.V., P.C., special Massachusetts Dutch counsel to the Loan PartiesEuropean Borrower, which opinions, in each case, addressed shall be in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent.

Conditions of Effectiveness of this First Amendment. This First Amendment shall become effective on the date when the following conditions shall have been satisfied (or waivedsuch date, the “First Amendment Effective Date”): (a) Holdings, the Borrower, each of the other Loan PartiesBorrowers, the Administrative Agent Agent, the 2013 Replacement Lenders and each of the Replacement Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same, no later than 5 p.m. New York time on August 16, 2018, same to Xxxxxx Xxxxx White & Bockius Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, XxxxxxXxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx Xxxxxxx Xxxxxxxxx (Xxxxxxxx.xxxx@xxxxxxxxxxx.xxxxxxxxxxxx@xxxxxxxxx.xxx; facsimile number 617.341.7701212-354-8113), counsel to the Administrative Agent; (b) the Borrower and the Administrative Agent shall have signed a counterpart of that certain letter agreement, dated August 17, 2018 (the “First Amendment Fee Letter”), as to the fees payable in connection with this First Amendment; (c) the Borrower Borrowers shall have paid, by wire transfer of immediately available funds, (i) to DBSI and MLPFS, all fees as have been separately agreed, (ii) to the Administrative Agent, for the ratable account of each Lender party hereto which delivers a signed counterpart hereof in accordance with Section 3(aExisting Lender, all accrued but unpaid interest on the Original Replaced Term Loans through the First Amendment Effective Date and (iii) aboveto the Administrative Agent, for the ratable account of each Existing Lender, a fee in an amount equal to 0.051.00% of the aggregate amount Original Replaced Term Loans of each such Existing Lender outstanding on the First Amendment Effective Date (immediately prior to giving effect thereto) (it being understood that payment of the fee specified in clause (xiii) Revolving above shall satisfy, in full, any obligation of the Borrowers to pay the fee referred to in Section 2.12(c) of the Credit Commitment and (y) Term Outstandings of such Lender, together Agreement in connection with all other amounts payable the Repricing Transaction to the Administrative Agent on the effective date of be effected pursuant to this First Amendment.); (dc) on the First Amendment Effective Date and after giving effect to this First Amendment, (i) no Default under Sections 7.01(a), 7.01(f) or 7.01(g) of the Credit Agreement or Event of Default shall have occurred and be continuing and (ii) the representations and warranties made by or on behalf of Holdings and the Borrower in this First Amendment and the Credit Agreement, and by or on behalf of each Loan Party in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) as of such specified date); (e) the Administrative Agent shall have received from the Borrower Borrowers a certificate executed by a Responsible Officer of the BorrowerBorrower Agent, certifying compliance with the requirements of preceding clause (d)foregoing; (fd) the Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B hereto, executed and delivered by a Responsible Officer of each of the Borrowers and each other Loan Party; (e) there shall have been delivered to the Administrative Agent (iA) such copies of resolutions or other action of each Loan Party the board of directors of Holdings and the Borrowers approving and authorizing the execution, delivery and performance of this First AmendmentAmendment and the Form of Acknowledgement and Confirmation attached as Exhibit B hereto, as applicable, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, amendment and (iiB) incumbency good standing certificates and/or other certificates of Responsible Officers of each Loan Party as for Holdings and the Borrowers from the jurisdiction in which they are organized; (f) the Administrative Agent may reasonably require evidencing shall have received from the identity, authority and capacity Borrower Agent a solvency certificate from the chief financial officer of each Responsible Officer thereof in connection with the Loan Documents Borrower Agent (including, this First Amendment) and (iii) either (x) after giving effect to the constitutive documents incurrence of each Loan Party, certified as of the 2013 Replacement Term Loans on the First Amendment Effective Date by a Responsible Officer and the application of such Loan Party as being true and complete or (ythe proceeds thereof) a certificate substantially in the form of a Responsible Officer of each Loan Party stating that, since the Effective Date, no amendments or other modifications Exhibit H to the constitutive documents of such Loan Party have been made; andCredit Agreement; (g) the Administrative Agent shall have received an opinion from (i) Weil, Gotshal & Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, the Collateral Agent, the 2013 Replacement Lenders and the Lenders; and (h) the Administrative Agent shall have received a “Life of Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower or the applicable Subsidiary, and evidence of flood insurance, in the event any such Mortgaged Property or portion thereof is located in a special flood hazard area). Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that the amendments to the Credit Agreement contemplated by Sections 1(b)(iii), (v), (vii), (viii), (xvi) and (xxii) of this First Amendment, and the addition of the definitions of “Commodity Exchange Act”, “Excluded Swap Obligation”, “Qualified ECP Guarantor” and “Swap Obligation” pursuant to Section 1(b)(x) of this First Amendment, shall in each case not become effective until immediately after the First Amendment Effective Date.

Conditions of Effectiveness of this First Amendment. This First Amendment shall become effective on the date when the following conditions shall have been satisfied (or waivedsuch date, the “First Amendment Effective Date”): (a) Holdings, the The Lead Borrower, each of the other Loan Parties, the Administrative Agent and each of the 2016 Replacement USD Term Loan Lenders shall have signed a counterpart hereof (whether the same or different counterpartscounter-parts) and shall have delivered (including by way of facsimile or other electronic transmission) the same, no later than 5 p.m. New York time on August 16, 2018, same to Xxxxxx Xxxxx White & Bockius Case LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, XxxxxxXxxx, XX 00000, Attention: Xxxxxxxx X. Xxxx Sxxxxxxx Xxxxx (Xxxxxxxx.xxxx@xxxxxxxxxxx.xxxsxxxxxxx.xxxxx@xxxxxxxxx.xxx; facsimile number 617.341.7701212-354-8113), counsel to the Administrative Agent; (b) the Lead Borrower and the Administrative Agent shall have signed a counterpart paid (or shall pay substantially concurrently with the effectiveness of that certain letter agreement, dated August 17, 2018 (the “First Amendment Fee Letter”), as to the fees payable in connection with this First Amendment; (c) the Borrower shall have paid), by wire transfer of immediately available funds, (i) to DBSI, all fees payable pursuant to the First Amendment Engagement Letter and (ii) to the Administrative Agent, for the ratable account of each Lender party hereto which delivers Existing Lender, all accrued but unpaid interest on the Original Refinanced USD Term Loans through the First Amendment Effective Date; (c) the Administrative Agent shall have received from the Lead Borrower a signed counterpart hereof Borrowing Request, such Borrowing Request to be delivered not later than 12:00pm New York City Time at least one Business Day prior to the requested date of the borrowing (notwithstanding any contrary requirements in Section 2.03 of the Credit Agreement), and otherwise delivered in accordance with Section 3(a) above, a fee in an amount equal to 0.05% 2.03 of the aggregate amount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Lender, together with all other amounts payable to the Administrative Agent on the effective date of this First Amendment.Agreement; (d) on the First Amendment Effective Date immediately prior to giving effect to the First Amendment and after giving effect to this First Amendment, (i) no Default under Section 7.01(a), 7.01(f) or 7.01(g) of the Credit Agreement or Event of Default shall have occurred and be continuing exist and (ii) each of the representations and warranties made by or on behalf of Holdings and the Borrower set forth in this First Amendment and the Credit Agreement, Agreement and by or on behalf of each Loan Party in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (it being understood and agreed that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date); (e) the Administrative Agent shall have received from the Lead Borrower a certificate executed by a Responsible Officer of the Lead Borrower, certifying compliance with the requirements of preceding clause (d); (f) there the Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by a Responsible Officer of each of Holdings, the Lead Borrower and each Subsidiary Guarantor; (g) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Lead Borrower (after giving effect to the incurrence of the 2016 Replacement USD Term Loans on the First Amendment Effective Date and the application of the proceeds thereof) substantially in the form of Exhibit M to the Credit Agreement; (h) the Administrative Agent shall have received (i) either (x) a copy of the certificate or articles of incorporation 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 or (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent Agent, (iii) such copies a certificate of resolutions the secretary or other action assistant secretary of each Loan Party approving dated the First Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party as in effect on the First Amendment Effective Date and at all times since a date prior to the 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 other equivalent governing body of such Loan Party authorizing the execution, delivery and performance of this First AmendmentAmendment and/or the Acknowledgement and Confirmation delivered pursuant to clause (e) above and that such resolutions have not been modified, certified rescinded or amended and are in full force and effect, (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) to the extent not previously delivered to the Administrative Agent, as to the incumbency and specimen signature of each officer executing this First Amendment or any other document delivered in connection herewith on behalf of such Loan Party and (E) good standing certificates for each Loan Party from the jurisdiction in which it is organized, each dated a recent date prior to the First Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, (ii) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the Loan Documents (including, this First Amendment) Date; and (iii) either (x) the constitutive documents of each Loan Party, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being true and complete or (y) a certificate of a Responsible Officer of each Loan Party stating that, since the Effective Date, no amendments or other modifications another officer as to the constitutive documents incumbency and specimen signature of such Loan Party have been made; andthe secretary or assistant secretary executing the certificate delivered pursuant to clause (ii) above; (gi) the The Administrative Agent shall have received an a favorable written opinion from (i) Xxxxxx of Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxx Gxxxxxxx LLP, special as New York counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxx LLP, special Massachusetts counsel to for the Loan Parties, in each case, addressed reasonably acceptable to the Administrative Agent and dated the LendersFirst Amendment Effective Date; and (j) The Administrative Agent shall have received a Promissory Note executed by the Lead Borrower in favor of each 2016 Replacement USD Term Loan Lender requesting a Promissory Note.