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

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Amendment Effective Date”): (i) [reserved]; (ii) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date: (i) this Amendment, duly executed by the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, L/C Issuer and an assignee Lender under Sections 2(b) and 3(b) hereof and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the Term B Loans and the Required Revolving Lenders), the New Lenders and (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of each New Lender that has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Amendment Effective Date; (2) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (3) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; and (4) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment; (iv) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: (i) all amounts referred to in Section 7 (Fees and Expenses) of this Amendment that have been invoiced to the Borrower at least three (3) Business Days prior to the Amendment Effective Date (or as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vi) the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Administrative Agent at least six (6) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Existing Lenders and the New Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Amendment Effective Date”): (i) [reserved]; (ii) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date: (i) this Amendment, duly executed by the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, Agent and L/C Issuer and an assignee as a Consenting Revolving Lender under Sections 2(b) and 3(b) hereof and the Consenting Revolving Lenders and the Fourth Amendment Incremental Revolving Credit Lenders (provided that such Lenders constitute the Required Lenders, together with the Consenting Revolving Lenders, constitute the Required Facility Lenders in respect of the Term B Loans and the Required Revolving Lenders), the New Lenders Facility) and (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of each New Fourth Amendment Incremental Revolving Credit Lender that has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Amendment Effective Date; (2) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (3) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; and (4) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 7 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment; (iv) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: paid (i) all amounts referred to in Section 7 8 (Fees and Expenses) of this Amendment that have been invoiced to the Borrower at least three (3) Business Days prior to the Amendment Effective Date (or as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vi) the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Administrative Agent at least six (6) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Existing Lenders and the New Fourth Amendment Incremental Revolving Credit Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective and the 2024 Term B Loans shall be provided to the Borrower on the date when each of the following conditions precedent shall have been satisfied or waived (the “Amendment Effective Date”): (i) [reserved]The Administrative Agent shall have received from the Borrower (A) a prepayment notice with respect to the prepayment of the Existing Term B Loans and (B) a Committed Loan Notice with respect to the 2024 Term B Loans; (ii) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date: (i) this Amendment, duly executed by Holdings, the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, L/C Issuer and an assignee Lender under Sections 2(b) and 3(b) hereof Agent and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the 2024 Term B Loans and the Required Revolving Lenders), the New Lenders and (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of each New 2024 Term B Lender that has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Amendment Effective Date; (2) a written opinion of Ropes & Xxxx Gray LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (3) certificates of good standings standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; (4) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the transactions contemplated by this Amendment, including the making of the 2024 Term B Loans and the application of the proceeds therefrom, from the chief financial officer of the Borrower; and (45) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 5 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment, including from the making of the 2024 Term B Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Existing Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: (i) paid all amounts referred to in Section 7 6 (Fees and Expenses) of this Amendment that have been invoiced to the Borrower at least three (3) Business Days prior to the Amendment Effective Date (or as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vi) the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Administrative Agent at least six (6) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Existing Lenders Borrower and the New 2024 Term B Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment and the Second Amendment Term Commitments shall become effective on the date (the “Amendment Effective Date”) when each of the following conditions precedent shall have been satisfied or waived (in accordance with Section 10.01 of the “Amendment Effective Date”):Credit Agreement: (i) [reserved]; (iia) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Datereceived: (i) a counterpart of this Amendment, duly executed by Amendment signed on behalf of the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, L/C Issuer and an assignee Lender under Sections 2(b) and 3(b) hereof Party party hereto and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the New Term B Loans and the Required Revolving Lenders), the New Lenders and Lender; (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of the New Xxxx Xxxxxx, to the extent requested by the New Term Lender; (iii) in respect of each New Lender that has requested Loan Party, a Term Note and/or Revolving Note at least three customary certificate, dated the Amendment Effective Date and executed by the secretary, assistant secretary or other Responsible Officer of such Loan Party, attaching and certifying (3A) Business Days in advance a copy of each Organization Document of such Loan Party, which shall, to the extent applicable, be certified as of the Amendment Effective Date; Date or a recent date prior thereto by the appropriate Governmental Authority, (2B) resolutions of the board of directors or equivalent governing body of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (C) a written opinion good standing certificate from the applicable Governmental Authority of Ropes & Xxxx LLPsuch Loan Party’s jurisdiction of organization, counsel for dated the Amendment Effective Date or a recent date prior thereto and (D) signatures and incumbencies of the officers of such Loan Party executing the Loan PartiesDocuments to which such Loan Party is a party, all in form and substance reasonably satisfactory to the Administrative Agent; (3iv) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Partya certificate, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment Effective Date; and (4) a certificate of Date and executed by a Responsible Officer of the Borrower Borrower, certifying that as to of the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist Amendment Effective Date, after giving effect to this Amendment; Amendment and the transactions contemplated hereby, (ivA) no Default has occurred and is continuing and (B) the representations and warranties of the Borrower and each other Loan Party set forth contained in Article V of the Credit Agreement and in each or any other Loan Document shall be are true and correct in all material respects on and as of the Amendment Effective Date (or, with the same effect as though made on and as of such date, except respect to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, ,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) language, in all respects on such respective datesrespects); (v) a solvency certificate in the form attached as Exhibit M to the Credit Agreement; and (vi) a customary legal opinion, dated the Amendment Effective Date and addressed to the Administrative Agent and the New Term Lender, from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special counsel to the Loan Parties; (b) the Borrower shall have paid: (i) all amounts referred to in Section 7 (Fees and Expenses) of this Amendment that have been invoiced paid to the Arranger, the Administrative Agent and the New Term Lender all fees, expenses and other amounts due and payable on or prior to the Amendment Effective Date pursuant to the Loan Documents or separate agreements entered into by the Borrower and the Arranger or the Administrative Agent (in the case of expenses and other amounts, solely to the extent invoiced at least three one (31) Business Day prior to the Amendment Effective Date); and (c) the Administrative Agent and the New Term Lender shall have received, at least five Business Days prior to the Amendment Effective Date Date, (or as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vii) the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under reasonably requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the USA PATRIOT Act, and (ii) with respect to any Loan Party that has been qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, in each case to the extent requested by the Administrative Agent at least six (6) five Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Existing Lenders Borrower and the New Lenders of the Amendment Effective Date Date, and such notice shall be conclusive and binding.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Amendment Effective Date”): (i) [reserved]; (ii) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date: (i) this Amendment, duly executed by the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, L/C Issuer and Issuer, an assignee Lender under Sections 2(b) and 3(b) hereof and as a Consenting Lender and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the Term B Loans and the Required Revolving Lenders), ) and the New Revolving Lenders and (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of each New Revolving Lender that has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Amendment Effective Date; (2) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (3) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; and (4) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment; (iv) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: (i) all amounts referred to in Section 7 (Fees and Expenses) of this Amendment that have been invoiced to the Borrower at least three (3) Business Days prior to the Amendment Effective Date (or as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) abovethis Amendment; and (vi) the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Administrative Agent at least six (6) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Existing Lenders and the New Revolving Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Amendment Effective Date”): (i) [reserved]; (ii) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date: (i) this Amendment, duly executed by the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, Agent and L/C Issuer and an assignee the Fifth Amendment Incremental Revolving Credit Lender under Sections 2(b) and 3(b) hereof and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the Term B Loans and the Required Revolving Lenders), the New Lenders and (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of each New the Fifth Amendment Incremental Revolving Credit Lender that to the extent it has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Amendment Effective Date; (2) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (3) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; and (4) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 7 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment; (iv) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: paid (i) all amounts referred to in Section 7 8 (Fees and Expenses) of this Amendment that have been invoiced to the Borrower at least three (3) Business Days prior to the Amendment Effective Date (or as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vi) the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Administrative Agent at least six (6) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Existing Lenders and the New Lenders Fifth Amendment Incremental Revolving Credit Lender of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment and the Fourth Amendment Incremental Term Commitments shall become effective on the date (the “Amendment Effective Date”) when each of the following conditions precedent shall have been satisfied or waived (in accordance with Section 10.01 of the “Amendment Effective Date”):Credit Agreement: (i) [reserved]; (iia) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Datereceived: (i) a counterpart of this Amendment, duly executed by Amendment signed on behalf of the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, L/C Issuer Party party hereto and an assignee Lender under Sections 2(b) and 3(b) hereof and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the each Incremental Term B Loans and the Required Revolving Lenders), the New Lenders and A Lender; (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of each New Lender that has Incremental Term A Lender, to the extent requested by such Incremental Term A Lender; (iii) in respect of each Loan Party, a Term Note and/or Revolving Note at least three customary certificate, dated the Amendment Effective Date and executed by the secretary, assistant secretary or other Responsible Officer of such Loan Party, attaching and certifying (3A) Business Days in advance a copy of each Organization Document of such Loan Party, which shall, to the extent applicable, be certified as of the Amendment Effective Date; Date or a recent date prior thereto by the appropriate Governmental Authority, (2B) resolutions of the board of directors or equivalent governing body of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (C) a written opinion good standing certificate from the applicable Governmental Authority of Ropes & Xxxx LLPsuch Loan Party’s jurisdiction of organization, counsel for dated the Amendment Effective Date or a recent date prior thereto and (D) signatures and incumbencies of the officers of such Loan Party executing the Loan PartiesDocuments to which such Loan Party is a party, all in form and substance reasonably satisfactory to the Administrative Agent; (3iv) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Partya certificate, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment Effective Date; and (4) a certificate of Date and executed by a Responsible Officer of the Borrower Borrower, certifying that as to of the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist Amendment Effective Date, after giving effect to this Amendment; Amendment and the transactions contemplated hereby, (ivA) no Default has occurred and is continuing and (B) the representations and warranties of the Borrower and each other Loan Party set forth contained in Article V of the Amended Credit Agreement and in each or any other Loan Document shall be are true and correct in all material respects on and as of the Amendment Effective Date (or, with the same effect as though made on and as of such date, except respect to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, ,” “Material Adverse Effect” or similar language shall be true language, in all respects) on and correct as of the Amendment Effective Date (after giving effect or, with respect to any qualification therein) in all respects on representation and warranty that specifically refers to an earlier date, as of such respective datesearlier date); (v) a solvency certificate in the form attached as Exhibit M to the Amended Credit Agreement; and (vi) a customary legal opinion, dated the Amendment Effective Date and addressed to the Administrative Agent and the Incremental Term A Lenders, from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special counsel to the Loan Parties; (b) the Borrower shall have paid: (i) all amounts referred to in Section 7 (Fees and Expenses) of this Amendment that have been invoiced paid to the Arrangers, the Administrative Agent and the Incremental Term A Lenders all fees, expenses and other amounts due and payable on or prior to the Amendment Effective Date pursuant to the Loan Documents or separate agreements entered into by the Borrower and the Arrangers or the Administrative Agent (in the case of expenses and other amounts, solely to the extent invoiced at least three one (31) Business Day prior to the Amendment Effective Date); and (c) the Administrative Agent and the Incremental Term A Lenders shall have received, at least five Business Days prior to the Amendment Effective Date Date, (or as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vii) the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under reasonably requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the USA PATRIOT Act, and (ii) with respect to any Loan Party that has been qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, in each case to the extent requested by the Administrative Agent at least six (6) five Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Existing Lenders Borrower and the New Lenders of the Amendment Effective Date Date, and such notice shall be conclusive and binding.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective as of the first date on the date when which each of the following conditions precedent shall have been is satisfied (or waived by the Lenders party hereto (including the “Amendment Effective Date”Incremental Lenders)): (ia) [reserved];The Administrative Agent (or its counsel) shall have received from each party hereto (including the consent of Lenders constituting the Required Lenders) either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission (including Adobe pdf file) of a signed signature page of this Amendment ) that such party has signed a counterpart of this Amendment. (iib) The Administrative Agent shall have received an opinion (addressed to the Administrative Agent and the Lenders and dated the Delayed Draw Incremental Closing Date) from each of the following, each dated the Amendment Effective Date: (i) this AmendmentXxxxxxxx & Xxxxx LLP, duly executed by New York counsel to the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, L/C Issuer and an assignee Lender under Sections 2(b) and 3(b) hereof and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the Term B Loans and the Required Revolving Lenders), the New Lenders Parties and (ii) a Term Note and/or Revolving Credit Notelocal counsel in the Cayman Islands and, executed by in the Borrower in favor case of each New Lender that has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Amendment Effective Date; (2) a written such opinion of Ropes & Xxxx LLP, counsel for the Loan Partiesrequired by this paragraph, in form and substance reasonably satisfactory to the Administrative Agent;Agent and consistent with prior opinions provided to the Administrative Agent by counsel to the Loan Parties, covering such other matters relating to TopCo, the Loan Parties, the Loan Documents or the Amendment Transactions as the Administrative Agent shall reasonably request. Each of Parent and the Borrower hereby requests such counsel to deliver such opinions. (3c) The Administrative Agent shall have received such documents and certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing request relating to the identityorganization, authority existence and capacity good standing of TopCo and each Responsible Officer thereof authorized Loan Party, the authorization of the Amendment Transactions and any other legal matters relating to act as a Responsible Officer in connection with this Amendment and TopCo, the other Loan Parties, the Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; andTransactions (including information required by the Act), all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (4d) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment; (iv) the The representations and warranties of TopCo and each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided Documents (including this Amendment) that any representation and warranty that is are qualified as to by “materiality”, “Material Adverse Effect” or similar language shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the Delayed Draw Incremental Closing Date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date). (e) At the time of and immediately after giving effect to any qualification therein) in all respects on such respective dates;the effectiveness of this Amendment, no Default shall have occurred and be continuing. (vf) the Borrower TopCo shall have paid: entered into a reaffirmation agreement (i) all amounts referred to in Section 7 (Fees and Expenses) of this Amendment that have been invoiced to the Borrower at least three (3) Business Days prior to the Amendment Effective Date (or as otherwise reasonably agreed by the Borrower“TopCo Reaffirmation Agreement”), in form and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vi) the Borrower shall have provided substance reasonably acceptable to the Administrative Agent at least three Agent. (3g) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), The Incremental Lenders shall have received all documentation and other information about the Borrower and the Guarantors required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been requested by the Administrative Agent at least six . (6h) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify have received all fees and other amounts due and payable by any Loan Party on or prior to the BorrowerDelayed Draw Incremental Closing Date, including (i) to the Existing Lenders extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document and (ii) an amendment fee, payable to the Adminstrative Agent for the account of each Lender consenting to this Amendment, in an amount equal to 0.25% of the aggregate amount of the Revolving Commitments held by such Lender and the New Lenders outstanding principal amount of the Amendment Effective Date and Tranche B Term Loans held by such notice shall be conclusive and bindingLender, in each case immediately prior to giving effect to this Amendment.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective on as of the date when each of the following conditions precedent shall have been satisfied or waived first written above (the “Amendment Effective Date”) upon the satisfaction (or waiver by the Lenders party hereto) of the following conditions (provided that Section 1 hereof shall become effective solely upon satisfaction of the condition set forth in paragraph (a) below and shall be deemed to have become effective immediately prior to the concurrent effectiveness of each of Sections 2, 3 and 4 hereof): (i) [reserved]; (ii) The Administrative Agent shall have received each counterparts of the following, each dated the this Amendment Effective Date: (iwhich may include facsimile or electronic transmission (including Adobe pdf file) of a signed signature page of this Amendment) that, duly executed by when taken together, bear the signatures of Parent, the Borrower, HoldingsTopCo, each other Loan PartyDavox, JPMCB in its capacity as the Administrative Agent, L/C Issuer and an assignee Lender under Sections 2(b) and 3(b) hereof and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the Term B Loans each existing Revolving Lender and the Required Revolving Lenders), the New Lenders Administrative Agent and (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower conditions precedent to the Effective Time (as defined in favor of each New Lender that has requested a Term Note and/or Revolving Note at least three (3the Resignation) Business Days set forth in advance Sections 4(b) and 4(c) of the Amendment Effective Date;Resignation shall have been satisfied. (2b) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (3) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; and (4) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Amendment; (iv) the The representations and warranties of TopCo and each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided Documents (including this Amendment) that any representation and warranty that is are qualified as to by “materiality”, “Material Adverse Effect” or similar language shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the effective date of this Amendment (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date). (c) At the time of and immediately after giving effect to any qualification therein) in all respects on such respective dates;the effectiveness of this Amendment, no Default shall have occurred and be continuing. (vd) The Administrative Agent shall have received reasonably satisfactory evidence that, substantially concurrently with the Amendment Effective Date, the Borrower shall have paid: received, directly or indirectly from the Sponsor or any Sponsor Affiliate, a cash equity contribution in an aggregate amount of not less than $20,000,000. (ie) all amounts referred to in Section 7 The Administrative Agent shall have received from the Borrower, for the account of each applicable Lender party hereto, the Effective Date Amendment Fee and the Extension Fee. (Fees and Expensesf) of this Amendment that have been invoiced to the Borrower at least three The Administrative Agent (3) Business Days prior to or, solely for facilitating payment on the Amendment Effective Date (or Date, JPMorgan Chase Bank, N.A., as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of prior administrative agent under the Credit Agreement, as amended by Section 4(hon behalf of the Administrative Agent) above; and (vi) the Borrower shall have provided to received from the Administrative Agent at least three (3) days prior to Borrower, for the Amendment Effective Date (or such shorter period as account of the Administrative Agent may agree in its sole discretion)Lenders and the Issuing Banks, all documentation unpaid interest and other information about fees under the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, Credit Agreement that has been requested by the Administrative Agent at least six (6) Business Days have accrued prior to the Amendment Effective Date. . (g) The Administrative Agent shall notify and JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Borrower, the Existing Lenders and the New Lenders of Credit Agreement immediately prior to the Amendment Effective Date and such notice Date, shall be conclusive and bindinghave been reimbursed for the expenses referenced in Section 12 hereof (to the extent invoiced).

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment shall become effective on the date (the “Amendment Effective Date”) when each of the following conditions precedent shall have been satisfied or waived (in accordance with Section 10.01 of the “Amendment Effective Date”):Credit Agreement: (i) [reserved]; (iia) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Datereceived: (i) a counterpart of this Amendment, duly executed by Amendment signed on behalf of the Borrower, Holdings, each other Loan PartyParty party hereto, JPMCB in its capacity as the Administrative Agent, each L/C Issuer and an assignee Lender under Sections 2(b) and 3(b) hereof party hereto and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the Term B Loans and the Required New Revolving Lenders), the New Lenders and Credit Lender; (ii) a Term Note and/or Revolving Credit Note, executed by the Borrower in favor of the New Revolving Credit Lender requesting a Note; (iii) in respect of each New Lender that has requested Loan Party, a Term Note and/or Revolving Note at least three customary certificate, dated the Amendment Effective Date and executed by the secretary, assistant secretary or other Responsible Officer of such Loan Party, attaching and certifying (3A) Business Days in advance a copy of each Organization Document of such Loan Party, which shall, to the extent applicable, be certified as of the Amendment Effective Date; Date or a recent date prior thereto by the appropriate Governmental Authority, (2B) resolutions of the board of directors or equivalent governing body of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (C) a written opinion good standing certificate from the applicable Governmental Authority of Ropes & Xxxx LLPsuch Loan Party’s jurisdiction of organization, counsel for dated the Amendment Effective Date or a recent date prior thereto and (D) signatures and incumbencies of the officers of such Loan Party executing the Loan PartiesDocuments to which such Loan Party is a party, all in form and substance reasonably satisfactory to the Administrative Agent; (3iv) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Partya certificate, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment Effective Date; and (4) a certificate of Date and executed by a Responsible Officer of the Borrower Borrower, certifying that as to of the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist Amendment Effective Date, after giving effect to this Amendment; Amendment and the transactions contemplated hereby, (ivA) no Default has occurred and is continuing and (B) the representations and warranties of the Borrower and each other Loan Party set forth contained in Article V of the Credit Agreement and in each or any other Loan Document shall be are true and correct in all material respects on and as of the Amendment Effective Date (or, with the same effect as though made on and as of such date, except respect to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, ,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) language, in all respects on such respective datesrespects); (v) a solvency certificate in the form attached as Exhibit M to the Credit Agreement; and (vi) a customary legal opinion, dated the Amendment Effective Date and addressed to the Administrative Agent and the New Revolving Credit Xxxxxx, from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., special counsel to the Loan Parties; (b) the Borrower shall have paid: (i) all amounts referred to in Section 7 (Fees and Expenses) of this Amendment that have been invoiced paid to the Arranger, the Administrative Agent and the New Revolving Credit Lender all fees, expenses and other amounts due and payable on or prior to the Amendment Effective Date pursuant to the Loan Documents or separate agreements entered into by the Borrower and the Arranger or the Administrative Agent (in the case of expenses and other amounts, solely to the extent invoiced at least three one (31) Business Day prior to the Amendment Effective Date); and (c) the Administrative Agent and the New Revolving Credit Lender shall have received, at least five Business Days prior to the Amendment Effective Date Date, (or as otherwise reasonably agreed by the Borrower), and (ii) to each Consenting Revolving Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vii) the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under reasonably requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the USA PATRIOT Act, and (ii) with respect to any Loan Party that has been qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, in each case to the extent requested by the Administrative Agent at least six (6) five Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower, the Existing Lenders Borrower and the New Lenders of the Amendment Effective Date Date, and such notice shall be conclusive and binding.

Conditions Precedent to the Effectiveness of the Amendment. (a) This Amendment (other than Section 3 and Section 4 of this Amendment, collectively, the “Incremental Provisions”) shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Amendment Effective Date”): (i) [reserved]; (iia) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date: (i) this Amendment, duly executed by the Borrower, Holdings, each other Loan Party, JPMCB in its capacity as the Administrative Agent, Swing Line Lender, L/C Issuer and an assignee Lender under Sections 2(b) and 3(b) hereof Issuer, the Extending Revolving Credit Lenders and the Consenting Lenders (provided that such Lenders constitute the Required Lenders, the Required Facility Lenders in respect of the Term B Loans and the Required Revolving Lenders), the New Lenders and (ii) a Term Note and/or Incremental Revolving Credit Note, executed by the Borrower in favor of each New Lender that has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Amendment Effective DateLenders; (2ii) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, and a written opinion of Xxxxxx & Xxxxxxxx, PLLC, Tennessee counsel for the Loan Parties, each, in form and substance reasonably satisfactory to the Administrative Agent; (3iii) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; (iv) the Guarantor Acknowledgment to Extension and Incremental Amendment, duly executed by each Guarantor in the form attached hereto as Exhibit A; and (4v) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 6 (Representations and Warranties) and clauses (a)(iiib) and (a)(ivc) below;. (iiib) (i) no Event of Default shall have occurred and be continuing at the time the Revolver Extension Request was delivered to the Lenders and (ii) no Default or Event of Default shall exist or would exist after giving effect to this Amendmentthe Extended Revolving Commitments and the Revolving Commitment Increases; (ivc) the representations and warranties of each Loan Party set forth in Article V of the Amended Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;; and (vd) the Borrower shall have paid: (i) all amounts referred to in Section 7 (Fees and Expenses) of this Amendment that have been invoiced to the Borrower at least three (3) Business Days prior to the Amendment Effective Date (or as otherwise reasonably agreed by the Borrower)Amendment, and (ii) to the Administrative Agent for the account of each Consenting Extending Revolving Credit Lender and New Revolving Lender, the closing fee set forth in Section 2.10(d) of the Credit Agreement, as amended by Section 4(h) above; and (vi) the Borrower shall have provided that delivers a signature page to the Administrative Agent prior to 5:00 pm (New York City time) on January 25, 2016 (the “Extension Deadline”), an extension fee in an amount equal to 0.075% of the Extended Revolving Credit Commitment of such Extending Revolving Credit Lender and (iii) to the Administrative Agent for the account of each Incremental Revolving Credit Lender, a closing fee in an amount equal to 0.250% of the Revolving Commitment Increase of such Incremental Revolving Credit Lender; (e) at least three two (32) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Administrative Agent at least six five (65) Business Days prior to the Amendment Effective Date. The ; and (f) at least five (5) Business Days prior to the Extension Deadline (or such shorter period as the Administrative Agent shall notify the Borrowermay agree in its sole discretion), the Existing Lenders and the New Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.a