Common use of Conditions Precedent; Effectiveness Clause in Contracts

Conditions Precedent; Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have executed a counterpart of this Amendment and shall have received counterparts of this Amendment executed on behalf of the Company and the Existing Lenders representing the Required Lenders. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Company, confirming, as of the Amendment Effective Date, the accuracy of the representations set forth in Section 3 hereof. (c) The Administrative Agent shall have received a copy of the 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 guarantee and security documentation related to the New Bank of America Credit Agreement, all as in effect on the Amendment Effective Date. (d) 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 (as defined in the IDB Credit Agreement) have been released, and copies of properly completed UCC terminations statements terminating each of the UCC financing statements previously filed by the WC Collateral Agent (as defined in the IDB Credit Agreement) with respect to assets and properties of the Specified Subsidiaries. (e) 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 “Amendment Effective Date”) on which each of the foregoing conditions precedent shall have been satisfied.

Conditions Precedent; Effectiveness. The (a) Subject to paragraph (b) of this Section, the effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (ai) The the Administrative Agent shall have executed a counterpart of this Amendment and shall have received counterparts (A) a counterpart of this Amendment executed on behalf of the Company Borrower and (B) properly completed Consents that, when taken together, bear the signatures of Existing Lenders representing the Required Lenders.; (bii) The the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of the Borrower by a Responsible Officer of the CompanyFinancial Officer, confirming, as of the Amendment Effective Date, the accuracy of confirming compliance with the representations set forth in Section 3 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) The Administrative Agent shall have received a copy of the 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 guarantee and security documentation related to the New Bank of America Credit Agreement, all as in effect on the Amendment Effective Date. (d) 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 (as defined in the IDB Credit Agreement) have been released, and copies of properly completed UCC terminations statements terminating each of the UCC financing statements previously filed by the WC Collateral Agent (as defined in the IDB Credit Agreement) with respect to assets and properties of the Specified Subsidiaries. (e) 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. The effectiveness As provided in Section 3 above, the amendment and restatement of this Amendment is subject to the satisfaction 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:precedent have been satisfied (or waived by the Existing Lenders): (a) The Administrative Agent shall have executed a counterpart of this Amendment and Existing Lenders shall have received counterparts 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 this Amendment executed on behalf of the Company IHHI and the Existing Lenders representing the Required Lendersits Subsidiaries, taken as a whole, since September 30, 2012. (b) The Administrative On the Restatement Effective Date, the following statements shall be true and the Lender Agent shall have received a certificatecertificate signed by a duly authorized officer of the Borrowers and the Amendment Parties, dated the Amendment Effective Date and signed by a Responsible Officer of the Company, confirming, as of the Amendment Restatement Effective Date, setting forth the accuracy following: (i) Except as set forth on Schedule 3.12A to the Restated Credit Agreement, there is no pending or (to the knowledge of the Borrowers 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 Section 3 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 Administrative Agent Borrowers shall have received a copy paid to the Lender Agent on the Restatement Effective Date: (i) the SP 1 Payoff Amount for the benefit of SP 1 from the proceeds of the Amended Bank of America Intercreditor Loans to be disbursed under the Restated Credit Agreement, (ii) the repurchase price in an aggregate amount equal to $840,868.25, executed by each to SP 1 pursuant to the Repurchase Agreement (as defined below) from the proceeds of the parties thereto, and copies, certified by a Financial Officer, of Loans to be disbursed under the New Bank of America Credit Agreement and all guarantee and security documentation related to the New Bank of America Restated Credit Agreement, and (iii) all as in effect on reasonable and documented invoiced fees and expenses of the Amendment Effective DateLender Agent and the Existing Lenders (including the reasonable and documented invoiced fees and expenses of counsel to the Lender Agent). (d) The Administrative Lender Agent shall have received evidence on or before the Restatement Effective Date the following in form and substance reasonably satisfactory to it that all Liens on the assets Lender Agent and properties in sufficient copies for the Lender: (i) A copy of the Specified Subsidiaries securing obligations under articles of incorporation for each Borrower and a copy of the IDB Credit Agreement articles of organization for each Amendment Party, certified by the Secretary of State for the state of incorporation or any other Loan Document 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 defined 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 Agreement. (vi) A favorable opinion of counsel licensed to practice law and in good standing in the IDB Credit Agreement) have been releasedState of California for PCHI, Ganesha, WMC-A, WMC-SA, Coastal and copies of properly completed UCC terminations statements terminating each ▇▇▇▇▇▇▇, addressed to the Lender Agent and the Existing Lenders, dated as of the UCC financing statements previously filed by Restatement Effective Date and in form and substance reasonably satisfactory to the WC Collateral Agent Lender Agent. (as defined vii) A favorable opinion of counsel licensed to practice law and in good standing in the IDB Credit AgreementState 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 assets each Borrower and properties of each Amendment Party, which are reasonably satisfactory to the Specified SubsidiariesLender Agent. (e) The Administrative Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to it the Lender Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (f) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party (i) a counterpart of the Specified Subsidiaries have ceased to be Confirmation attached as Exhibit B hereto (the “Confirmation”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the IDB Credit Lender Agent (which may include telecopy transmission of a signed signature page of the 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 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 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 repurchase of the Common Stock Warrant pursuant to the Repurchase Agreement, the other Loan Documents Lender Agent (as defined in the IDB Credit Agreementand its counsel) and the IDB Intercreditor Agreement. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the foregoing conditions precedent shall have been satisfiedreceived from IHHI the Common Stock Warrant for SPCP Group, LLC attached as Exhibit E hereto signed on behalf of such party.

Conditions Precedent; Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have executed a counterpart of this Amendment and shall have received counterparts of this Amendment executed on behalf of the Company and the Existing Lenders representing the Required Lenders. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Company, confirming, as of the Amendment Effective Date, the accuracy of the representations set forth in Section 3 hereof. (c) The Administrative Agent shall have received a copy of the 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 guarantee and security documentation related to the New Bank of America Credit Agreement, all as in effect on the Amendment Effective Date. (d) 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 (as defined in the IDB Credit Agreement) have been released, and copies of properly completed UCC terminations statements terminating each of the UCC financing statements previously filed by the WC Collateral Agent (as defined in the IDB Credit Agreement) with respect to assets and properties of the Specified Subsidiaries. (e) 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 Agreement shall become effective as of the first date (the “Amendment Agreement Effective Date”) on which each of the foregoing following conditions precedent has been satisfied in accordance with the terms hereof: (a) Administrative Agent shall have received counterparts of this Amendment Agreement executed by or on behalf of (i) the 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 majority of the Term Loans. (c) The Exchange Agreement, in the 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 the 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. (d) Parent shall have 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 Agreement Effective Date). (e) The Credit Parties shall have paid fees and other amounts due and payable to 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 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 Existing Credit Agreement. (f) The representations and warranties set forth in Section 8 of this Amendment Agreement are true and correct in all material respects as of the Amendment Agreement Effective Date, after giving effect to this Amendment Agreement, and, after giving effect to the Amendment Agreement, no event has occurred and is continuing or will result from the consummation of the 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, ▇▇▇▇▇ & ▇▇▇▇, special counsel to the Credit Parties and (ii) ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 Administrative Agent shall have received (and shall promptly deliver to the 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; (ii) 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 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 Credit 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 accounts listed on Schedule 2 thereto are the “Applicable Accounts,” which shall be all of the 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 foregoing accounts described in sub-clauses (A) through (C), the “Permitted Accounts”).