Common use of Conditions Precedent; Effectiveness Clause in Contracts

Conditions Precedent; Effectiveness. (a) Subject to paragraph (b) of this Section, the effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (i) the Administrative Agent shall have executed a counterpart of this Amendment and shall have received (A) a counterpart of this Amendment executed on behalf of the Borrower and (B) properly completed Consents that, when taken together, bear the signatures of Existing Lenders representing the Required Lenders; (ii) the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of the Borrower by a Financial Officer, confirming compliance with the representations set forth in Section 5 hereof; and (iii) the Administrative Agent shall have received the Amendment Fees and all other fees and other amounts due and payable to it on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. (b) The effectiveness of the Pricing Amendment is further subject to the satisfaction of the following additional conditions precedent: (i) the Administrative Agent shall have received (A) properly completed Pricing Amendment Consents that, when taken together, bear the signatures of all the Existing Term/Tranche A LC Lenders (other than any Replaced Lenders) and (B) a counterpart of this Amendment signed on behalf of each New Lender; and (ii) the Replacement Payments shall have been made in full. (c) This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the conditions precedent set forth in paragraph (a) of this Section shall have been satisfied; provided, however, that, notwithstanding effectiveness of this Amendment, the Pricing Amendment shall [[NYCORP:2679581v6:4454W:02/23/07--03:20 p]] not become effective until the later of (i) the first date on which the conditions precedent set forth in paragraphs (a) and (b) of this Section shall have been satisfied and (ii) March 11, 2007 (the “Pricing Amendment Effective Date”). The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and the Pricing Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent; Effectiveness. (a) Subject to paragraph (b) of this Section, the The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (ia) the The Administrative Agent shall have executed a counterpart of this Amendment and shall have received (A) a counterpart counterparts of this Amendment executed on behalf of the Borrower Company and (B) properly completed Consents that, when taken together, bear the signatures of Existing Lenders representing the Required Lenders;. (iib) the The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf by a Responsible Officer of the Borrower by a Financial OfficerCompany, confirming compliance with confirming, as of the Amendment Effective Date, the accuracy of the representations set forth in Section 5 3 hereof; and. (iiic) the The Administrative Agent shall have received a copy of the Amendment Fees Amended Bank of America Intercreditor Agreement, executed by each of the parties thereto, and copies, certified by a Financial Officer, of the New Bank of America Credit Agreement and all other fees guarantee and other amounts due and payable to it on or prior security documentation related to the First New Bank of America Credit Agreement, all as in effect on the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. (bd) The effectiveness of the Pricing Amendment is further subject to the satisfaction of the following additional conditions precedent: (i) the Administrative Agent shall have received evidence reasonably satisfactory to it that all Liens on the assets and properties of the Specified Subsidiaries securing obligations under the IDB Credit Agreement or any other Loan Document (Aas defined in the IDB Credit Agreement) have been released, and copies of properly completed Pricing Amendment Consents that, when taken together, bear UCC terminations statements terminating each of the signatures UCC financing statements previously filed by the WC Collateral Agent (as defined in the IDB Credit Agreement) with respect to assets and properties of all the Existing Term/Tranche A LC Lenders (other than any Replaced Lenders) and (B) a counterpart of this Amendment signed on behalf of each New Lender; and (ii) the Replacement Payments shall have been made in fullSpecified Subsidiaries. (ce) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Specified Subsidiaries have ceased to be party to the IDB Credit Agreement, the other Loan Documents (as defined in the IDB Credit Agreement) and the IDB Intercreditor Agreement. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the foregoing conditions precedent set forth in paragraph (a) of this Section shall have been satisfied; provided, however, that, notwithstanding effectiveness of this Amendment, the Pricing Amendment shall [[NYCORP:2679581v6:4454W:02/23/07--03:20 p]] not become effective until the later of (i) the first date on which the conditions precedent set forth in paragraphs (a) and (b) of this Section shall have been satisfied and (ii) March 11, 2007 (the “Pricing Amendment Effective Date”). The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and the Pricing Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent; Effectiveness. Subject to the other terms and conditions hereof, this Amendment, and the amendments and terms set forth herein, shall not become effective until the following conditions have been met to the sole and complete satisfaction of Agent and its counsel: (a) Subject to paragraph (b) of this SectionAgent shall have received the following documents, the effectiveness of this Amendment is subject each duly executed and delivered to the satisfaction Agent, for the benefit of the following conditions precedentBanks, and each to be satisfactory in form and substance to Agent and its counsel: (i) the Administrative Agent shall have executed a counterpart of this Amendment and shall have received (A) a counterpart of this Amendment executed on behalf of the Borrower and (B) properly completed Consents that, when taken together, bear the signatures of Existing Lenders representing the Required LendersAmendment; (ii) the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of the Borrower by a Financial Officer, confirming compliance with the representations set forth in Section 5 hereof; andFacility C Term Note; (iii) the Administrative Fourth Deed of Trust; (iv) the New Deed of Trust; (v) a Reaffirmation of that certain Environmental Indemnity Agreement dated June 3, 1993, reaffirming the warranties and representations made by Borrower thereunder; (vi) a certificate signed by the executive president and chief financial officer of Borrower dated as of the Second Amendment Closing Date, stating that the representations and warranties set forth in Article 5 of the Agreement are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, stating that Borrower is on such date in compliance with all the terms and conditions set forth in the Agreement on its part to be observed and performed, and stating that on such date, and after giving effect to the making of any initial Loan no Default or Event of Default has occurred or is continuing; (vii) a certificate of the Secretary of Borrower dated as of the Second Amendment Closing Date certifying (1) that there have been no amendments to the Certificate of Incorporation of Borrower since May 30, 1996; (2) that there have been no amendments to the By-laws of Borrower since May 30, 1996, other than the amendment dated December 4, 1996, attached thereto; (3) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of Borrower, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents; and (4) as to the incumbency and genuineness of the signatures of the officers of Borrower executing this Agreement or any of the other Loan Documents; (viii) copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Agent shall have received in the Collateral and evidence in a form acceptable to the Majority Banks that such Liens constitute valid and perfected first priority Liens; (ix) a Good Standing Certificate for Borrower and a Certification of Account Status, issued by the Secretary of the State of Texas, dated as of a date close to the Second Amendment Fees Closing Date; (x) certified copies of Borrower=s casualty and all other fees liability insurance policies with evidence of the payment of the premium therefor, together, in the case of such casualty policies, with loss payable and other mortgagee endorsements on Agent=s standard form naming Agent as loss payee; (xi) the written opinion of Xxxxxx & Carlton, counsel to Borrower, dated as of the Second Amendment Closing Date, in form and content acceptable to Banks and Agent, as to the transactions contemplated by this Amendment; (xii) assurance from a title insurance company satisfactory to the Agent and the Banks that such title insurance company is committed to cause the Fourth Deed of Trust and the New Deed of Trust to be recorded and, upon recordation of the Fourth Deed of Trust and the New Deed of Trust to issue its ALTA lender's title insurance policy in a form acceptable to the Agent and in amounts due satisfactory to the Agent, showing the Fourth Deed of Trust as the Ainsured mortgage@ and payable to it on or prior insuring the validity and priority of the Fourth Deed of Trust as a Lien upon the Xxxxx County Mortgaged Property, subject only to the First Amendment Effective DateDeed of Trust, includingthe Second Deed of Trust, and the Third Deed of Trust and to the extent invoicedPermitted Liens described in clauses (b) - (d) of the definition thereof; and (xiii) such other documents, reimbursement or payment of all out-of-pocket expenses required instruments and agreements with respect to the transactions contemplated by this Amendment, in each case in such form and containing such additional terms and conditions as may be reimbursed or paid by reasonably satisfactory to the Borrower under the Credit AgreementMajority Banks, and containing, without limitation, representations and warranties which are customary and usual in such documents. (b) The effectiveness of the Pricing Amendment is further subject to Upon the satisfaction of the following additional foregoing conditions precedent: (i) the Administrative Agent shall have received (A) properly completed Pricing Amendment Consents that, when taken together, bear the signatures of all the Existing Term/Tranche A LC Lenders (other than any Replaced Lenders) and (B) a counterpart of this Amendment signed on behalf of each New Lender; and (ii) the Replacement Payments shall have been made in full. (c) This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the conditions precedent set forth in paragraph (a) of this Section shall have been satisfied; providedSeptember 18, however, that, notwithstanding effectiveness of this Amendment, the Pricing Amendment shall [[NYCORP:2679581v6:4454W:02/23/07--03:20 p]] not become effective until the later of (i) the first date on which the conditions precedent set forth in paragraphs (a) and (b) of this Section shall have been satisfied and (ii) March 11, 2007 (the “Pricing Amendment Effective Date”). The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and the Pricing Amendment Effective Date, and such notice shall be conclusive and binding1997.

Conditions Precedent; Effectiveness. (a) Subject Each of the Company and the Guarantors represents and warrants that each of the conditions precedent to paragraph the amendment and supplement of the Indenture (bincluding such conditions pursuant to Section 9.02 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of this Sectionthe Indenture, the effectiveness Holders of this Amendment is subject at least a majority in principal amount of the outstanding Notes voting as a single class have consented to the satisfaction of the following conditions precedent: (i) the Administrative Agent shall have executed a counterpart of this Amendment waiver and shall have received (A) a counterpart of this Amendment executed on behalf of the Borrower and (B) properly completed Consents that, when taken together, bear the signatures of Existing Lenders representing the Required Lenders; (ii) the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of the Borrower by a Financial Officer, confirming compliance with the representations amendment set forth in Section 5 hereof; and (iii) the Administrative Agent shall have received the Amendment Fees and all other fees and other amounts due and payable to it on or prior Consent Solicitation Statement with respect to the First Amendment Effective DateNotes and the Indenture and have authorized and directed the Trustee to execute this Supplemental Indenture. The Company, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Guarantors and the Borrower under Trustee are on this date executing this Supplemental Indenture which will become effective on the Credit Agreementdate hereof. (b) The effectiveness Notwithstanding paragraph (a) above, the waiver set forth in Section 3 shall, subject to paragraph (d) below, become operative in respect of the Pricing Amendment is further subject to Notes, and the satisfaction terms of the following additional conditions precedent: Indenture and each Global Note shall be waived as provided for in Section 3, upon the making of the Initial Payment on the Initial Payment Date (i) each as defined in the Administrative Agent shall have received (A) properly completed Pricing Amendment Consents that, when taken together, bear the signatures of all the Existing Term/Tranche A LC Lenders (other than any Replaced Lenders) and (B) a counterpart of this Amendment signed on behalf of each New Lender; and (ii) the Replacement Payments shall have been made in fullConsent Solicitation Statement). (c) This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the conditions precedent set forth in Notwithstanding paragraph (a) of this Section shall have been satisfied; provided, however, that, notwithstanding effectiveness of this Amendmentabove, the Pricing Amendment shall [[NYCORP:2679581v6:4454W:02/23/07--03:20 p]] not become effective until the later of (i) the first date on which the conditions precedent amendment set forth in paragraphs Section 4 shall, subject to paragraph (ad) and (b) below, become operative in respect of this Section shall have been satisfied and (ii) March 11, 2007 (the “Pricing Amendment Effective Date”). The Administrative Agent shall notify the Borrower Notes and the Lenders terms of the First Amendment Effective Date and the Pricing Amendment Effective DateIndenture, and such notice each Global Note shall be conclusive amended as provided for in Section 4 below, immediately following the consummation of the Merger. (d) The Company will give the Trustee prompt written notice of the occurrence of the closing of the Merger, or the termination of the Merger Agreement prior to the closing of the Merger. If the Trustee receives written notice from the Company of the termination of the Merger Agreement prior to the closing of the Merger, this Supplemental Indenture shall terminate immediately without the waiver or amendment contained in Sections 3 and binding4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

Conditions Precedent; Effectiveness. As provided in Section 3 above, the amendment and restatement of the Existing Credit Agreement contemplated hereby shall become effective, as of the date (the “Restatement Effective Date”) and effective simultaneously with and as of the time of receipt by the Lender Agent of the SP 1 Payoff Amount in the manner described above in Section 2 (“Effective Time”), upon which the following conditions precedent have been satisfied (or waived by the Existing Lenders): (a) Subject to paragraph Existing Lenders shall have received reasonably satisfactory evidence that there shall have been no material adverse change in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of IHHI and its Subsidiaries, taken as a whole, since September 30, 2012. (b) of this SectionOn the Restatement Effective Date, the effectiveness following statements shall be true and the Lender Agent shall have received a certificate signed by a duly authorized officer of this the Borrowers and the Amendment is subject Parties, dated the Restatement Effective Date, setting forth the following: (i) Except as set forth on Schedule 3.12A to the satisfaction Restated Credit Agreement, there is no pending or (to the knowledge of the following conditions precedentBorrowers or the Amendment Parties) threatened action or proceeding affecting the Borrowers or the Amendment Parties or any of their respective Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect. (ii) Each of the representations and warranties set forth in Sections 5(b) and (c) hereof. (iii) No event or circumstance shall have occurred that has or reasonably could be expected to have a Material Adverse Effect as to the Borrowers and the Amendment Parties. (c) The Borrowers shall have paid to the Lender Agent on the Restatement Effective Date: (i) the Administrative SP 1 Payoff Amount for the benefit of SP 1 from the proceeds of the Loans to be disbursed under the Restated Credit Agreement, (ii) the repurchase price in an aggregate amount equal to $840,868.25, to SP 1 pursuant to the Repurchase Agreement (as defined below) from the proceeds of the Loans to be disbursed under the Restated Credit Agreement, and (iii) all reasonable and documented invoiced fees and expenses of the Lender Agent and the Existing Lenders (including the reasonable and documented invoiced fees and expenses of counsel to the Lender Agent). (d) The Lender Agent shall have executed received on or before the Restatement Effective Date the following in form and substance reasonably satisfactory to the Lender Agent and in sufficient copies for the Lender: (i) A copy of the articles of incorporation for each Borrower and a counterpart copy of the articles of organization for each Amendment Party, certified by the Secretary of State for the state of incorporation or organization dated as of a recent date reasonably satisfactory to the Lender Agent prior to the Restatement Effective Date. (ii) A certificate of good standing issued by the applicable state of incorporation or organization for each Borrower and each Amendment Party, certified by the Secretary of State for the state of incorporation or organization dated as of a recent date reasonably satisfactory to the Lender Agent prior to the Restatement Effective Date. (iii) The bylaws or operating agreement for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (iv) An incumbency certificate (officers and directors, or managers and members) for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (v) The resolutions duly adopted by the board of directors of each Borrower and the resolutions duly adopted by all managers of each Amendment Party, authorizing the transactions set forth in this Amendment Agreement. (vi) A favorable opinion of counsel licensed to practice law and in good standing in the State of California for PCHI, Ganesha, WMC-A, WMC-SA, Coastal and Xxxxxxx, addressed to the Lender Agent and the Existing Lenders, dated as of the Restatement Effective Date and in form and substance reasonably satisfactory to the Lender Agent. (vii) A favorable opinion of counsel licensed to practice law and in good standing in the State of Nevada for IHHI, addressed to the Lender Agent and the Existing Lenders, dated as of the Restatement Effective Date and in form and substance reasonably satisfactory to the Lender Agent. (viii) The Lender Agent shall have received from each Borrower and each Amendment Party the results of recent UCC searches with respect to each Borrower and each Amendment Party, which are reasonably satisfactory to the Lender Agent. (Ae) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party either (i) a counterpart of this Amendment executed on behalf of the Borrower and (B) properly completed Consents that, when taken together, bear the signatures of Existing Lenders representing the Required Lenders; (ii) the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and Agreement signed on behalf of the Borrower by a Financial Officer, confirming compliance with the representations set forth in Section 5 hereof; and such party or (iiiii) the Administrative Agent shall have received the Amendment Fees and all other fees and other amounts due and payable to it on or prior written evidence reasonably satisfactory to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment Lender Agent (which may include telecopy transmission of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (bf) The effectiveness Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party (i) a counterpart of the Pricing Amendment is further subject Confirmation attached as Exhibit B hereto (the “Confirmation”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the satisfaction Lender Agent (which may include telecopy transmission of a signed signature page of the following additional conditions precedent:Confirmation) that such party has signed a counterpart of the Confirmation. (g) The Lender Agent (and its counsel) shall have received from IHHI (i) Amendment No. 1 to the Common Stock Warrant for SPCP Group, LLC attached as Exhibit C-1 hereto, Amendment No. 1 to the Common Stock Warrant for KPC Resolution Company, LLC attached as Exhibit C-2 hereto and Amendment No. 1 to the Common Stock Warrant for Xxxx X. Xxxxxxxxx, M.D. attached as Exhibit C-3 hereto (together, the “Warrant Amendments”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of each Warrant Amendment) that such party has signed a counterpart of each of the Warrant Amendments. (h) Contemporaneously herewith, IHHI shall have purchased the Common Stock Warrant from SPCP Group IV, LLC pursuant to the terms of the Warrant Repurchase Agreement attached as Exhibit D hereto (the “Repurchase Agreement”). (i) Upon consummation of the Administrative repurchase of the Common Stock Warrant pursuant to the Repurchase Agreement, the Lender Agent (and its counsel) shall have received (A) properly completed Pricing Amendment Consents thatfrom IHHI the Common Stock Warrant for SPCP Group, when taken together, bear the signatures of all the Existing Term/Tranche A LC Lenders (other than any Replaced Lenders) and (B) a counterpart of this Amendment LLC attached as Exhibit E hereto signed on behalf of each New Lender; and (ii) the Replacement Payments shall have been made in fullsuch party. (c) This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the conditions precedent set forth in paragraph (a) of this Section shall have been satisfied; provided, however, that, notwithstanding effectiveness of this Amendment, the Pricing Amendment shall [[NYCORP:2679581v6:4454W:02/23/07--03:20 p]] not become effective until the later of (i) the first date on which the conditions precedent set forth in paragraphs (a) and (b) of this Section shall have been satisfied and (ii) March 11, 2007 (the “Pricing Amendment Effective Date”). The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and the Pricing Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent; Effectiveness. This Amendment Agreement shall become effective as of the first date (athe “Amendment Agreement Effective Date”) Subject to paragraph (b) of this Section, the effectiveness of this Amendment is subject to the satisfaction on which each of the following conditions precedenthas been satisfied in accordance with the terms hereof: (ia) the Administrative Agent shall have executed a counterpart of this Amendment and shall have received (A) a counterpart of this Amendment executed on behalf of the Borrower and (B) properly completed Consents that, when taken together, bear the signatures of Existing Lenders representing the Required Lenders; (ii) the Administrative Agent shall have received a certificate, dated the First counterparts of this Amendment Effective Date and signed Agreement executed by or on behalf of (i) the Borrower Credit Parties and (ii) Lenders holding (A) 66-2/3% of the existing Revolving Commitments and (B) a majority of the Term Loans. (b) The RSA, in the form attached hereto as Annex D, shall have been executed by (i) the Credit Parties and (ii) Lenders holding (A) 66-2/3% of the existing Revolving Commitments and (B) a Financial Officermajority of the Term Loans. (c) The Exchange Agreement, confirming compliance with in the representations form attached hereto as Annex E (capitalized terms used in this Section 7(c) but not otherwise defined in this Amendment Agreement having the meanings set forth in Section 5 hereof; andthe Exchange Agreement), shall have been executed by Holders holding at least 75% of the aggregate face value of Senior Notes and such Holders shall have agreed to consent to the amendments to the Senior Notes Indenture contemplated by the consent solicitation of the Company dated August 27, 2014. (iiid) the Administrative Agent Parent shall have received executed a Counterpart Agreement, or other comparable agreement, the effect of which is to make Parent a Grantor under the Amended Security Agreement (it being agreed that by virtue of Section 2(a) hereof, Parent shall be a Guarantor under the Amended Credit Agreement as of the Amendment Fees and all other Agreement Effective Date). (e) The Credit Parties shall have paid fees and other amounts due and payable to it on Administrative Agent and to the advisors of any ad hoc Lender group with whom the Credit Parties, or any of them, have entered into separate reimbursement arrangements, in each case invoiced at least three Business Days prior to the First Amendment Agreement Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses of Administrative Agent required to be reimbursed or paid by Borrowers under Section 10.2 of the Borrower under the Existing Credit Agreement. (bf) The effectiveness representations and warranties set forth in Section 8 of this Amendment Agreement are true and correct in all material respects as of the Pricing Amendment is further subject Agreement Effective Date, after giving effect to this Amendment Agreement, and, after giving effect to the satisfaction Amendment Agreement, no event has occurred and is continuing or will result from the consummation of the following additional conditions precedent:transactions contemplated by this Amendment Agreement that would constitute a Default or an Event of Default under the Amended Credit Agreement. (g) The Administrative Agent shall have received a certificate dated as of the Amendment Agreement Effective Date, and signed by the President, a Vice President or a Financial Officer of the Company, certifying that the condition set forth in clause (f) above has been satisfied. (h) The Administrative Agent shall have received the favorable legal opinions of (i) Wachtell, Lipton, Xxxxx & Xxxx, special counsel to the Credit Parties and (ii) X. Xxxxxx Xxxxxx, general counsel of the Company, in each case addressed to the Consenting Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank dated the Amendment Agreement Effective Date, which opinions shall be reasonably satisfactory to the Administrative Agent (in consultation with the Consenting Lenders). (i) the The Administrative Agent shall have received (A) properly completed Pricing Amendment Consents that, when taken together, bear and shall promptly deliver to the signatures of all the Existing Term/Tranche A LC Lenders (other than any Replaced Consenting Lenders) (i) copies of each Organization Document executed and delivered by each Credit Party, as applicable, and certified as of the Amendment Agreement Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (Bii) a counterpart signature and incumbency certificates of the officers of such Person executing this Amendment Agreement; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment signed on behalf Agreement, certified as of the Amendment Agreement Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each New Lender; andCredit Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment Agreement Effective Date. (j) Parent shall have delivered an officer’s certificate (the “Accounts Officer’s Certificate”) to Collateral Agent, certifying that (i) the accounts listed on Schedule 1 thereto are the only bank or securities accounts held or owned by Parent or any of its direct or indirect Subsidiaries as of the date thereof and (ii) the Replacement Payments accounts listed on Schedule 2 thereto are the “Applicable Accounts,” which shall have been made in full. (c) This Amendment shall become effective as be all of the first date bank and securities accounts listed on Schedule 1 that maintain a balance (other than intra-day) of in excess of $250,000, other than (A) accounts solely for the purpose of holding deposits constituting permitted Liens under Section 6.1 of the Amended Credit Agreement, (B) the account of Company with PNC Bank, National Association previously identified to Collateral Agent and (C) the RBC Account (the “First Amendment Effective Date”foregoing accounts described in sub-clauses (A) on which the conditions precedent set forth in paragraph through (a) of this Section shall have been satisfied; provided, however, that, notwithstanding effectiveness of this AmendmentC), the Pricing Amendment shall [[NYCORP:2679581v6:4454W:02/23/07--03:20 p]] not become effective until the later of (i) the first date on which the conditions precedent set forth in paragraphs (a) and (b) of this Section shall have been satisfied and (ii) March 11, 2007 (the “Pricing Amendment Effective DatePermitted Accounts”). The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and the Pricing Amendment Effective Date, and such notice shall be conclusive and binding.