Common use of Conditions Precedent to Effectiveness of the Amendment and Restatement Clause in Contracts

Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 2022, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect of this Agreement. (d) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the board of directors of the Company approving this Agreement and any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Counsel of the Company, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 20222017, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect of this Agreement. (d) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) The Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Company approving this Agreement and any Notesthe Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Counsel of the Company, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agents, substantially in the form of Exhibit G hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx Lender has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There The Agent shall have occurred no Material Adverse Change since December 31received counterparts of this Amendment and Restatement executed by the Company and each of the Lenders or, 2022as to any of the Lenders, except as otherwise publicly disclosed prior advice satisfactory to the date hereof.Agent that such Lender has executed this Amendment and Restatement. Interpublic Credit Agreement (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all invoiced accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dc) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ed) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such daythe Restatement Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender: (i) The Any Notes of required by each Lender executed by the Company and made payable to the Lenders to the extent requested by any order of such Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board Board of directors Directors or the Finance Committee of the Board of Directors of the Company approving this Agreement Amendment and any NotesRestatement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement Amendment and the Notes of the Company Restatement and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Andrxx Xxxxxxx, Xxneral Counsel of the Company, and of Willxxx Xxxx & Xallxxxxx XXX, counsel for the Company, substantially in the form of Exhibit E hereto Exhibits D-2 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-1 hereto, respectively. (v) Such other approvalsA favorable opinion of Shearman & Sterling LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably requestin form and substance satisfactory to the Agent. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement. (ge) The Company shall have repaid or prepaid all of notified the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party Agent in writing as to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the proposed Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 20222020, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect of this Agreement. (d) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the board of directors of the Company approving this Agreement and any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Counsel of the Company, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx Lender has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred Except for the Disclosed Matters, no Material Adverse Change shall have occurred and be continuing since December 31, 2022, except as otherwise publicly disclosed prior 2016 (after giving effect to the date hereofConduent Spin Off). (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is except for the Disclosed Matters, could be reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there . NYDOCS02/1129523.1 (c) The Company shall have been no material adverse change notified each Lender and the Agent in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior writing as to the date hereofproposed Restatement Date. (cd) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent (but not other Lenders)) required to be paid by it. (de) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ef) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes of the Company Initial Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board of directors or other governing body of the Company Initial Borrower approving this Agreement Amendment and any Restatement and the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Initial Borrower certifying the names and true signatures of the officers of the Company Initial Borrower authorized to sign this Agreement Amendment and Restatement and the Notes of the Company to be delivered by it and the other documents to be delivered hereunder. (iv) A favorable opinion Favorable opinions of (A) Xxxxx Xxxxxxx LLP, counsel for the General Counsel or an Assistant Initial Borrower, and (B) Xxxxx Xxxxxxxx XxXxxxxxx, General Counsel of the CompanyInitial Borrower, substantially in the form of Exhibit E hereto Exhibits D-1 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-2 hereto, respectively. (v) Such other approvalsA favorable opinion of Shearman & Sterling LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company in form and each of the Lenders or, as to any of the Lenders, advice substance satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit AgreementAgent. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.NYDOCS02/1129523.1

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There The Agent shall have occurred no Material Adverse Change since December 31received counterparts of this Amendment and Restatement executed by the Company and each of the Lenders or, 2022as to any of the Lenders, except as otherwise publicly disclosed prior advice satisfactory to the date hereofAgent that such Lender has executed this Amendment and Restatement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all invoiced accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dc) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ed) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such daythe Restatement Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender: (i) The Any Notes of required by each Lender executed by the Company and made payable to the Lenders to the extent requested by any order of such Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board Board of directors Directors or the Finance Committee of the Board of Directors of the Company approving this Agreement Amendment and any NotesRestatement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company (x) certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered by it hereunder, (y) including the certificate of incorporation of the Company certified by the relevant authority of the jurisdiction of organization of the Borrower and the by-laws of the Borrower as in effect on the date on which the resolutions referred to in clause (ii) above were adopted and (z) including a good standing certificate for the Company from its jurisdiction of organization. (iv) A favorable opinion of the General Counsel or an Assistant Xxxxxx Xxxxxxx, General Counsel of the Company, and of Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibit E hereto Exhibits D-2 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-1 hereto, respectively. (v) Such other approvalsA favorable opinion of Shearman & Sterling LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably requestin form and substance satisfactory to the Agent. (e) The Company shall have notified the Agent in writing as to the proposed Restatement Date. (f) The Administrative Agent (and each Lender that so requests) shall have received counterparts of this Agreement executed by received, at least three (3) Business Days prior to the Restatement Date, and the Agent and such Lender shall be reasonably satisfied with, all documentation and other information about the Company required by regulatory authorities under applicable “know your customer” and each of anti-money laundering rules and regulations, including, without limitation, the Lenders orPatriot Act, as reasonably requested in writing by any Lender at least ten (10) Business Days prior to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 20222021, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect of this Agreement. (d) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the board of directors of the Company approving this Agreement and any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Counsel of the Company, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx Lender has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There The Agent shall have occurred no Material Adverse Change since December 31received counterparts of this Amendment and Restatement executed by the Company and each of the Lenders or, 2022as to any of the Lenders, except as otherwise publicly disclosed prior advice satisfactory to the date hereofAgent that such Lender has executed this Amendment and Restatement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all invoiced accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dc) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ed) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such daythe Restatement Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender: (i) The Any Notes of required by each Lender executed by the Company and made payable to the Lenders to the extent requested by any order of such Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board Board of directors Directors or the Finance Committee of the Board of Directors of the Company approving this Agreement Amendment and any NotesRestatement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement Amendment and the Notes of the Company Restatement and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or an Assistant Xxxxxx Xxxxxxx, General Counsel of the Company, and of Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibit E hereto Exhibits D-2 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-1 hereto, respectively. (v) Such other approvalsA favorable opinion of Shearman & Sterling LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably requestin form and substance satisfactory to the Agent. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement. (ge) The Company shall have repaid or prepaid all of notified the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party Agent in writing as to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the proposed Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred Except for the Disclosed Matters, no Material Adverse Change shall have occurred and be continuing since December 31, 2022, except as otherwise publicly disclosed prior to the date hereof2013. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened threatened before any court, governmental agency or arbitrator that (i) is except for the Disclosed Matters, could be reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have notified each Lender and the Agent in writing as to the proposed Restatement Date. NYDOCS01/1357750.4 (d) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the accrued fees and expenses of this Agreementcounsel to the Agent (but not other Lenders)) required to be paid by it. (de) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ef) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes of the Company Initial Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board of directors or other governing body of the Company Initial Borrower approving this Agreement Amendment and any Restatement and the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Initial Borrower certifying the names and true signatures of the officers of the Company Initial Borrower authorized to sign this Agreement Amendment and Restatement and the Notes of the Company to be delivered by it and the other documents to be delivered hereunder. (iv) A favorable opinion Favorable opinions of (A) Xxxxx Xxxxxxx LLP, counsel for the General Counsel or an Assistant Initial Borrower, and (B) Xxx X. Xxx, General Counsel of the CompanyInitial Borrower, substantially in the form of Exhibit E hereto Exhibits D-1 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-2 hereto, respectively. (v) Such other approvalsA favorable opinion of Shearman & Sterling LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company in form and each of the Lenders or, as to any of the Lenders, advice substance satisfactory to the Administrative Agent that such Xxxxxx has executed this AgreementAgent. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 20222018, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect of this Agreement. (d) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) The Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Company approving this Agreement and any Notesthe Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Counsel of the Company, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agents, substantially in the form of Exhibit G hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx Lender has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There The Agent shall have occurred no Material Adverse Change since December 31received counterparts of this Amendment and Restatement executed by the Company and each of the Lenders or, 2022as to any of the Lenders, except as otherwise publicly disclosed prior advice satisfactory to the date hereofAgent that such Lender has executed this Amendment and Restatement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all invoiced accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dc) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that:: 34 (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ed) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such daythe Restatement Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender: (i) The Any Notes of required by each Lender executed by the Company and made payable to the Lenders to the extent requested by any order of such Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board Board of directors Directors or the Finance Committee of the Board of Directors of the Company approving this Agreement Amendment and any NotesRestatement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement Amendment and the Notes of the Company Restatement and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or an Assistant Xxxxxx Xxxxxxx, General Counsel of the Company, and of Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibit E hereto Exhibits D-2 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-1 hereto, respectively. (v) Such other approvalsA favorable opinion of Shearman & Sterling LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably requestin form and substance satisfactory to the Agent. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement. (ge) The Company shall have repaid or prepaid all of notified the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party Agent in writing as to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the proposed Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There The Agent shall have occurred no Material Adverse Change since December 31received counterparts of this Amendment and Restatement executed by the Company and each of the Lenders or, 2022as to any of the Lenders, except as otherwise publicly disclosed prior advice satisfactory to the date hereofAgent that such Lender has executed this Amendment and Restatement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all invoiced accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dc) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ed) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such daythe Restatement Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender: (i) The Any Notes of required by each Lender executed by the Company and made payable to the Lenders to the extent requested by any order of such Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board Board of directors Directors or the Finance Committee of the Board of Directors of the Company approving this Agreement Amendment and any NotesRestatement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement Amendment and the Notes of the Company Restatement and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or an Assistant Xxxxxxxx X. Camera, General Counsel of the Company, and of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibit E hereto Exhibits D-2 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-1 hereto, respectively. (v) Such other approvalsA favorable opinion of Shearman & Sterling LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably requestin form and substance satisfactory to the Agent. (e) The Lenders shall have received financial projections for the Company and its Consolidated Subsidiaries for the years ending December 31, 2011, December 31, 2012, December 31, 2013 and December 31, 2014. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement. (g) The Company shall have repaid or prepaid all of notified the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party Agent in writing as to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the proposed Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There The Agent shall have occurred no Material Adverse Change since December 31received counterparts of this Amendment and Restatement executed by the Company and each of the Lenders or, 2022as to any of the Lenders, except as otherwise publicly disclosed prior advice satisfactory to the date hereofAgent that such Lender has executed this Amendment and Restatement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all invoiced accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dc) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ed) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such daythe Restatement Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender: (i) The Any Notes of required by each Lender executed by the Company and made payable to the Lenders to the extent requested by any order of such Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board Board of directors Directors or the Finance Committee of the Board of Directors of the Company approving this Agreement Amendment and any NotesRestatement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement Amendment and the Notes of the Company Restatement and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or an Assistant Xxxxxxxx X. Camera, General Counsel of the Company, and of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibit E hereto Exhibits D-2 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-1 hereto, respectively. (v) Such other approvalsA favorable opinion of Shearman & Sterling LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably requestin form and substance satisfactory to the Agent. (e) The Lenders shall have received financial projections for the Company and its Consolidated Subsidiaries for the years ending December 31, 2010, December 31, 2011 and December 31, 2012. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement. (g) The Company shall have repaid or prepaid all of notified the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party Agent in writing as to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the proposed Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 20222012, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect of this Agreement. (d) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Company approving this Agreement and any Notesthe Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Counsel of the Company, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, substantially in the form of Exhibit G hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx Lender has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There The Agent shall have occurred no Material Adverse Change since December 31received counterparts of this Amendment and Restatement executed by the Company and each of the Lenders or, 2022as to any of the Lenders, except as otherwise publicly disclosed prior advice satisfactory to the date hereofAgent that such Xxxxxx has executed this Amendment and Restatement. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all invoiced accrued fees and expenses of the Administrative Agent and the Lenders in respect (including the invoiced accrued fees and expenses of this Agreementcounsel to the Agent). (dc) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (ed) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such daythe Restatement Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender: (i) The Any Notes of required by each Lender executed by the Company and made payable to the Lenders to the extent requested by any order of such Lender pursuant to Section 2.172.16. (ii) Certified copies of the resolutions of the board Board of directors Directors or the Finance Committee of the Board of Directors of the Company approving this Agreement Amendment and any NotesRestatement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Amendment and such NotesRestatement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company (x) certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered by it hereunder, (y) including the certificate of incorporation of the Company certified by the relevant authority of the jurisdiction of organization of the Borrower and the by-laws of the Borrower as in effect on the date on which the resolutions referred to in clause (ii) above were adopted and (z) including a good standing certificate for the Company from its jurisdiction of organization. (iv) A favorable opinion of the General Counsel or an Assistant Xxxxxx Xxxxxxx, General Counsel of the Company, and of Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, substantially in the form of Exhibit E hereto Exhibits D-2 and as to such other matters as any Lender through the Administrative Agent may reasonably requestD-1 hereto, respectively. (v) Such other approvalsA favorable opinion of Xxxxx Xxxxx Xxxxxxxx Xxxxxxxx LLP, opinions or documents as any Lender, through counsel for the Administrative Agent, may reasonably requestin form and substance satisfactory to the Agent. (e) The Company shall have notified the Agent in writing as to the proposed Restatement Date. (f) The Administrative Agent (and each Lender that so requests) shall have received counterparts of this Agreement executed by received, at least three (3) Business Days prior to the Restatement Date, and the Agent and such Lender shall be reasonably satisfied with, all documentation and other information about the Company required by regulatory authorities under applicable “know your customer” and each of anti-money laundering rules and regulations, including, without limitation, the Lenders orPatriot Act, as to reasonably requested in writing by any of the Lenders, advice satisfactory Lender at least ten (10) Business Days prior to the Administrative Agent that such Xxxxxx has executed this AgreementRestatement Date. (g) The Company shall have repaid or prepaid all paid to the Agent, for the benefit of the Persons entitled thereto, the principal amount of all outstanding “Advances” and all other accrued obligations amounts under the Existing Credit Agreement. Each of the Lenders Lender that is a party to “Lender” under and as defined in the Existing Credit Agreement, hereby agrees in such capacity under the Existing Credit Agreement hereby waives any requirement that notice the requirements thereunder with respect to prepayments of prepayment the loans thereunder that notices be made delivered in advance of the Restatement Dateare waived.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 20222011, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect of this Agreement. (d) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (ii) Certified copies of the resolutions of the board Board of directors Directors of the Company approving this Agreement and any Notesthe Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Counsel of the Company, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, substantially in the form of Exhibit G hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx Lender has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.

Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 20222014, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material material Subsidiaries, of the matters disclosed in public filings prior to the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders in respect of this Agreement. (d) On the Restatement Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Administrative Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.. NYDOCS01/1619437.3A 62 (ii) Certified copies of the resolutions of the board Board of directors Directors of the Company approving this Agreement and any Notesthe Notes of the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (iv) A favorable opinion of the General Counsel or an Assistant General Counsel of the Company, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agents, substantially in the form of Exhibit G hereto. (vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx Lender has executed this Agreement. (g) The Company shall have repaid or prepaid all of the accrued obligations under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives any requirement that notice of prepayment be made in advance of the Restatement Date.