Common use of Conditions Precedent to Effectiveness of this Amendment Clause in Contracts

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a fully executed amendment to the Second Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable. (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit Agreement, including, without limitation, legal fees and expenses of counsel to the Agent. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a fully executed amendment to version of the Second Lien Credit AgreementSenior Amendment (as defined below), in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable. (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit Term Loan Agreement, including, without limitation, legal fees and expenses of counsel to the Agent. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received received, on behalf of the Lenders party hereto a fully executed fully-earned, non-refundable amendment fee equal to 0.50% of the sum of the aggregate outstanding Initial Term Loan Commitments of the Lenders party hereto, which fee is due and payable in full on the Second Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicableAmendment Effective Date. (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit Term Loan Agreement, including, without limitation, legal fees and expenses of counsel to the Agent. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment, including new Notes for the Second Amendment Term Loans and amended and restated Notes for the Initial Term Loans, each dated as of the date hereof, and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a fully executed amendment to the Second First Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable. (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit Term Loan Agreement, including, without limitation, legal fees and expenses of counsel to the Agent. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a fully executed an amendment to the Second Lien Credit AgreementIntercreditor Agreement which shall provide for, in form and substance reasonably acceptable to Agent and relating among other things, an increase to the matters addressed First Lien Cap (as such term is defined in this Amendment, as applicablethe Intercreditor Agreement) on terms satisfactory to Agent. (c) Agent shall have received an amendment to the Fee Letter on terms satisfactory to the Agent. (d) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit AgreementAmendment, including, without limitation, legal fees and expenses of counsel to the Agent. (de) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (ef) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a fully executed amendment to the Second Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable. (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit AgreementAmendment, including, without limitation, legal fees and expenses of counsel to the Agent. (dc) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (ed) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent. (e) Agent shall have received a fully executed copy of that certain Amendment No. 2 to Credit Agreement (the “Senior Amendment”), dated of even date herewith, by and among the Borrowers, the lenders party thereto and Xxxxx Fargo Bank, National Association (in such capacity, the “Senior Agent”), in form and substance reasonably acceptable to Agent.

Conditions Precedent to Effectiveness of this Amendment. 1 This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent The Borrowers shall have received a fully executed amendment delivered to the Agent true and correct copies of all Second Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to Documents as of the matters addressed in this Amendment, as applicableEffective Date. (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit AgreementAmendment, including, without limitation, legal fees and expenses of counsel to the Agent. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) The Borrowers shall have delivered to Agent true and correct copies of all of the Bridge Loan Documents as of the Effective Date, and each shall be in form and substance satisfactory to Agent, including without limitation, the subordination terms included therein. (c) Agent shall have received a fully executed amendment to the Second Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable. (cd) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit AgreementAmendment, including, without limitation, legal fees and expenses of counsel to the Agent. (de) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (ef) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a fully executed amendment to the Second Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable. (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit Agreement, including, without limitation, legal fees and expenses of counsel to the Agent. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a that certain Amendment No. 9 Fee Letter dated as of the date hereof fully executed amendment in a sufficient number of counterparts for distribution to the Second Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicableall parties. (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit Agreement, including, without limitation, legal fees and expenses of counsel to the Agent. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) The Borrowers shall have delivered to Agent true and correct copies of all of the Bridge Loan Documents as of the Effective Date, and each shall be in form and substance satisfactory to Agent, including without limitation, the subordination terms included therein. (c) Agent shall have received a fully executed amendment to the Second First Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable. (cd) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit AgreementAmendment, including, without limitation, legal fees and expenses of counsel to the Agent. (de) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (ef) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a fully executed amendment from the Borrowers prepayments of the principal of the Term Loan in an amount equal to $2,000,000 to be applied to the Second Lien principal amount of the Term Loan in accordance with the Credit Agreement, in form each case, together with interest to be paid on the Amendment No. 1 Effective Date with respect to such principal amounts being prepaid and substance reasonably acceptable any Applicable Partial Prepayment Premium to the extent required by the Administrative Agent and relating to the matters addressed in this Amendment, as applicableLenders. (c) The Borrowers Agent shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this received that certain Amendment or otherwise due and payable pursuant to the terms No. 1 Fee Letter dated as of the Credit Agreement, including, without limitation, legal fees and expenses date hereof fully executed in a sufficient number of counsel counterparts for distribution to the Agentall parties. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties.this Amendment; (b) Agent shall have received a fully executed amendment No Default or Event of Default has occurred and is continuing or will result from giving effect to the Second Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable.; (c) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit Agreement, including, without limitation, legal fees and expenses of counsel to the Agent. (d) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or and warranties that, by their terms, are specifically made as of a date other than the date hereof, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) must as of such earlier date) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any such representation and warranty that is already qualified or modified by materiality in the text thereof).; and (ed) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not become effective until all of the following conditions precedent shall have been satisfied in the sole discretion of Agent or waived by Agent: (a) Agent shall have received this Amendment fully executed in a sufficient number of counterparts for distribution to all parties. (b) Agent shall have received a fully executed amendment to the Second First Lien Credit Agreement, in form and substance reasonably acceptable to Agent and relating to the matters addressed in this Amendment, as applicable. (c) Agent shall have received that certain Amendment No. 8 Fee Letter dated as of the Amendment No. 8 Effective Date fully executed in a sufficient number of counterparts for distribution to all parties. (d) The Borrowers shall have paid all reasonable out-of-pocket fees, costs and expenses incurred by the Agent in connection with this Amendment or otherwise due and payable pursuant to the terms of the Credit Term Loan Agreement, including, without limitation, legal fees and expenses of counsel to the Agent. (de) The representations and warranties set forth herein and in the Loan Documents (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof). (ef) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.