Common use of Conditions to Effectiveness of Amendment Agreement Clause in Contracts

Conditions to Effectiveness of Amendment Agreement. This Amendment Agreement shall become effective as of the first date on which the following occur or have been waived (the “First Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of (i) this Amendment Agreement, executed and delivered by a duly authorized officer of Parent, the Borrower, the Requisite Lenders, each New Lender and the Administrative Agent and (ii) the Reaffirmation attached to this Amendment Agreement, executed and delivered by a duly authorized officer of each Credit Party. (b) The Administrative Agent shall have received, in respect of each of Parent and the Borrower, (i) a certificate of such Credit Party executed by the secretary or assistant secretary of such Credit Party attaching (A) a copy of each Organizational Document of such Credit Party, which shall, to the extent applicable, be certified as of the First Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority, provided that, in lieu of the delivery requirement in this clause (A), if there has been no change to, and no action has been taken to amend, the Organizational Documents of such Credit Party, the Administrative Agent shall accept a certification from an Authorized Officer of such Credit Party as to such fact, (B) signature and incumbency certificates of the officers of such Credit Party, (C) resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Amendment Agreement and the Reaffirmation to which it is a party, certified as of the Closing Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (D) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of organization, dated the First Amendment Effective Date or a recent date prior thereto, and (ii) such other documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each of Parent and the Borrower and the authorization of the transactions contemplated hereby and the Reaffirmation, all in form and substance reasonably satisfactory to the Administrative Agent. (c) The Unsecured Financing Transactions shall have been consummated, the Net Proceeds of which shall be used to effect the Prepayment. (d) The Borrower shall have paid to X.X. Xxxxxx Securities LLC (the “Arranger”), for the account of the applicable Existing Lenders, (i) the amounts set forth in clauses (c) and (d) of Section 1 of this Amendment Agreement and (ii) the amount required pursuant to Section 2.10(b) of the Credit Agreement (as in effect prior to the First Amendment Effective Date) in respect of the Tranche B Term Loans that are not being repaid as part of the Prepayment. In addition, the Borrower shall have paid to the Administrative Agent and the Arranger all expenses (including legal expenses) and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment Agreement, the Arrangement Letter dated as of March 19, 2013, among Parent, the Borrower, the Arranger and JPMCB, and the Credit Documents. (e) At the time of and immediately after giving effect to this Amendment Agreement, no Default or Event of Default shall have occurred and be continuing or would result therefrom. (f) The representations and warranties made or deemed to be made in this Amendment Agreement shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the First Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date. (g) The Collateral Agent shall have received all certificates, acknowledgements and other documents described in clauses (f)(iii) and (f)(iv) of the definition of the term “Collateral and Guarantee Requirement” set forth in Section 1.1 of the Credit Agreement. The Administrative Agent shall notify Parent, the Borrower, the Existing Lenders and the New Lenders of the First Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment Agreement shall not become effective, and the obligations of the applicable Continuing Lenders and the New Lenders to assume Tranche B Term Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 6 has not been satisfied at or prior to 5:00 p.m., New York City time, on April 9, 2013 (it being understood that any such failure of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Credit Agreement).

Conditions to Effectiveness of Amendment Agreement. This Notwithstanding any other provision of this Amendment Agreement and without affecting in any manner the rights of the Lenders hereunder and under the Amended Credit Agreement, it is understood and agreed that this Amendment Agreement shall only become effective as of on the first date on which the following occur or have been waived day (the “First Amendment Effective Date”): (a) The the Administrative Agent shall have received a counterpart of the following: (i) reimbursement or payment of its costs and expenses incurred in connection with this Amendment Agreement or the Credit Agreement, executed and delivered by a duly authorized officer of Parent, the Borrower, the Requisite Lenders, each New Lender and the Administrative Agent and ; (ii) the Reaffirmation attached executed counterparts to this Amendment Agreement, executed Agreement from the Borrower and delivered by a duly authorized officer of each Credit Party.the Required Lenders; (biii) The Administrative Agent shall have receivedcopies of amendments, in respect or amendments and restatements, of each of Parent and the BorrowerRevolving Credit Agreements that, among other modifications, permit the Redomestication Transactions (ias such term is defined in the Amended Credit Agreement) to be consummated without causing or resulting in an “Event of Default” under such Revolving Credit Agreements; (iv) a certificate of such Credit Party executed by the secretary President or assistant secretary a Vice President of such Credit Party attaching (A) a copy of each Organizational Document of such Credit Party, which shall, the Borrower as to the extent applicable, be certified as satisfaction of the First Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority, provided that, in lieu of the delivery requirement in this clause (A), if there has been no change to, and no action has been taken all conditions to amendborrowing, the Organizational Documents accuracy of such Credit Party, the Administrative Agent shall accept a certification from an Authorized Officer of such Credit Party as to such fact, (B) signature all representations and incumbency certificates of the officers of such Credit Party, (C) resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Amendment Agreement and the Reaffirmation to which it is a party, certified as of the Closing Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (D) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of organization, dated the First Amendment Effective Date or a recent date prior thereto, and (ii) such other documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each of Parent and the Borrower and the authorization of the transactions contemplated hereby and the Reaffirmation, all in form and substance reasonably satisfactory to the Administrative Agent. (c) The Unsecured Financing Transactions shall have been consummated, the Net Proceeds of which shall be used to effect the Prepayment. (d) The Borrower shall have paid to X.X. Xxxxxx Securities LLC (the “Arranger”), for the account of the applicable Existing Lenders, (i) the amounts set forth in clauses (c) and (d) of Section 1 of this Amendment Agreement and (ii) the amount required pursuant to Section 2.10(b) of the Credit Agreement (as in effect prior to the First Amendment Effective Date) in respect of the Tranche B Term Loans that are not being repaid as part of the Prepayment. In addition, the Borrower shall have paid to the Administrative Agent and the Arranger all expenses (including legal expenses) and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment Agreement, the Arrangement Letter dated as of March 19, 2013, among Parent, the Borrower, the Arranger and JPMCBwarranties, and the Credit Documents. (e) At the time absence of and immediately after giving effect to this Amendment Agreement, no any Default or Event of Default shall have occurred and be continuing or would result therefrom.Default; and (fv) The representations and warranties made or deemed to be made in this Amendment Agreement shall be true and correct (i) in the case certificates of the representations and warranties qualified Secretary or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as an Assistant Secretary of the First Amendment Effective Date, except in Borrower containing specimen signatures of the case of persons authorized to execute Credit Documents on the Borrower’s behalf or any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date. (g) The Collateral Agent shall have received all certificates, acknowledgements and other documents described in clauses provided for herein or therein, together with (f)(iiix) and (f)(iv) copies of resolutions of the definition Board of Directors or other appropriate body of the term “Collateral Borrower authorizing the execution and Guarantee Requirement” set forth in Section 1.1 delivery of the Credit Agreement. The Administrative Agent shall notify ParentDocuments, (y) copies of the Borrower’s memorandum of association and articles of association and other publicly filed organizational documents in its jurisdiction of incorporation and bylaws and other governing documents, if any, and (z) a certificate of incorporation and a certificate of good standing from the Existing Lenders and the New Lenders appropriate governing agency of the First Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment Agreement shall not become effective, and the obligations Borrower’s jurisdiction of the applicable Continuing Lenders and the New Lenders to assume Tranche B Term Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 6 has not been satisfied at or prior to 5:00 p.m., New York City time, on April 9, 2013 (it being understood that any such failure of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Credit Agreement)incorporation.

Conditions to Effectiveness of Amendment Agreement. This Amendment Agreement shall become effective as of the first date on which the following occur conditions are satisfied or have been waived (the “First Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart of (i) this Amendment Agreement, executed and delivered by a duly authorized officer of ParentHoldings, the Borrower, the Requisite Lenders, each New Lender Required Lenders and the Administrative Agent and (ii) the Reaffirmation attached to this Amendment Agreement, executed and delivered by a duly authorized officer of each Credit Party. (b) The Administrative Agent shall have received, in respect of each of Parent and the Borrower, (i) a certificate of such Credit Party executed by the secretary or assistant secretary of such Credit Party attaching (A) a copy of each Organizational Document of such Credit Party, which shall, to the extent applicable, be certified as of the First Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority, provided that, in lieu of the delivery requirement in this clause (A), if there has been no change to, and no action has been taken to amend, the Organizational Documents of such Credit Party, the Administrative Agent shall accept a certification from an Authorized Officer of such Credit Party as to such fact, (B) signature and incumbency certificates of the officers of such Credit Party, (C) resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Amendment Agreement and the Reaffirmation to which it is a party, certified as of the Closing Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (D) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of organization, dated the First Amendment Effective Date or a recent date prior thereto, and (ii) such other documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each of Parent and the Borrower and the authorization of the transactions contemplated hereby and the Reaffirmation, all in form and substance reasonably satisfactory to the Administrative Agent. (c) The Unsecured Financing Transactions shall have been consummated, the Net Proceeds of which shall be used to effect the Prepayment. (db) The Borrower shall have paid to X.X. Xxxxxx Securities LLC (the “Arranger”)Administrative Agent, for the account of the applicable Existing Lenders, (i) the amounts set forth in clauses (c) and (d) of Section 1 of each Lender that timely delivers a signature page to this Amendment Agreement and (ii) the amount required pursuant Agreement, an upfront fee equal to Section 2.10(b) 0.15% of the Credit Agreement (as in effect prior to aggregate principal amount of Term Loans held by such Lender on the First Amendment Effective Date. (c) in respect of the Tranche B Term Loans that are not being repaid as part of the Prepayment. In addition, the The Borrower shall have paid to the Administrative Agent and the Arranger all other fees and, to the extent invoiced at least two Business Days prior to the First Amendment Effective Date, reasonable and documented out-of-pocket expenses (including legal expensesreasonable and documented fees, charges and disbursements of counsel) and other amounts in each case due and payable on or prior to the First Amendment Effective Date and required to be reimbursed or paid pursuant to this Amendment Agreement, the Arrangement Letter dated as of March 19, 2013, among Parent, Loan Documents and any other agreement between the Borrower, the Arranger and JPMCB, Borrower and the Credit DocumentsArranger. (ed) At the time of and immediately after giving effect to this Amendment Agreement, no Default or Event of Default shall have occurred and be continuing or would result therefromfrom this Amendment Agreement. (fe) The representations and warranties of each Loan Party made or deemed to be made in this Amendment Agreement shall be true and correct in all material respects (i) or, in the case of the representations and warranties qualified or modified as to materiality in the text thereofmateriality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the First Amendment Effective Date), except in the case of any such representation and warranty that expressly relates to an earlier a prior date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects (or in all respects, as applicable, on and ) as of such earlier date. (gf) The Collateral Administrative Agent shall have received all certificatesa certificate, acknowledgements and other documents described in clauses (f)(iii) and (f)(iv) of the definition of the term “Collateral and Guarantee Requirement” set forth in Section 1.1 of the Credit Agreement. The Administrative Agent shall notify Parent, the Borrower, the Existing Lenders and the New Lenders of dated the First Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding signed by a Financial Officer or the foregoing, this Amendment Agreement shall not become effective, and the obligations President or a Vice President of the applicable Continuing Lenders and the New Lenders to assume Tranche B Term Loans as provided for herein will automatically terminateBorrower, if each of confirming compliance with the conditions set forth or referred to in this Section 6 has not been satisfied at or prior to 5:00 p.m., New York City time, on April 9, 2013 clauses (it being understood that any such failure d) and (e) of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Credit Agreement)Section.

Conditions to Effectiveness of Amendment Agreement. This Notwithstanding any other provision of this Amendment Agreement and without affecting in any manner the rights of the Lenders hereunder and under the Amended Credit Agreement, it is understood and agreed that this Amendment Agreement shall only become effective as of on the first date on which the following occur or have been waived day (the “First Amendment Effective Date”): (a) The the Administrative Agent shall have received a counterpart of the following: (i) reimbursement or payment of its costs and expenses incurred in connection with this Amendment Agreement or the Credit Agreement, executed and delivered by a duly authorized officer of Parent, the Borrower, the Requisite Lenders, each New Lender and the Administrative Agent and ; (ii) the Reaffirmation attached executed counterparts to this Amendment Agreement, executed Agreement from the Borrower and delivered by a duly authorized officer of each Credit Party.the Required Lenders; (biii) The Administrative Agent shall have receivedcopies of amendments, or amendments and restatements, of the 364-Day Credit Agreement and Term Credit Agreement (as such term is defined in respect the Amended Credit Agreement) that, among other modifications, permit the Redomestication Transactions (as such term is defined in the Amended Credit Agreement) to be consummated without causing or resulting in an “Event of each of Parent and the Borrower, Default” under such 364-Day Credit Agreement or Term Credit Agreement; (iiv) a certificate of such Credit Party executed by the secretary President or assistant secretary a Vice President of such Credit Party attaching (A) a copy of each Organizational Document of such Credit Party, which shall, the Borrower as to the extent applicable, be certified as satisfaction of the First Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority, provided that, in lieu of the delivery requirement in this clause (A), if there has been no change to, and no action has been taken all conditions to amendborrowing, the Organizational Documents accuracy of such Credit Party, the Administrative Agent shall accept a certification from an Authorized Officer of such Credit Party as to such fact, (B) signature all representations and incumbency certificates of the officers of such Credit Party, (C) resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Amendment Agreement and the Reaffirmation to which it is a party, certified as of the Closing Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (D) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of organization, dated the First Amendment Effective Date or a recent date prior thereto, and (ii) such other documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each of Parent and the Borrower and the authorization of the transactions contemplated hereby and the Reaffirmation, all in form and substance reasonably satisfactory to the Administrative Agent. (c) The Unsecured Financing Transactions shall have been consummated, the Net Proceeds of which shall be used to effect the Prepayment. (d) The Borrower shall have paid to X.X. Xxxxxx Securities LLC (the “Arranger”), for the account of the applicable Existing Lenders, (i) the amounts set forth in clauses (c) and (d) of Section 1 of this Amendment Agreement and (ii) the amount required pursuant to Section 2.10(b) of the Credit Agreement (as in effect prior to the First Amendment Effective Date) in respect of the Tranche B Term Loans that are not being repaid as part of the Prepayment. In addition, the Borrower shall have paid to the Administrative Agent and the Arranger all expenses (including legal expenses) and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment Agreement, the Arrangement Letter dated as of March 19, 2013, among Parent, the Borrower, the Arranger and JPMCBwarranties, and the Credit Documents. (e) At the time absence of and immediately after giving effect to this Amendment Agreement, no any Default or Event of Default shall have occurred and be continuing or would result therefrom.Default; and (fv) The representations and warranties made or deemed to be made in this Amendment Agreement shall be true and correct (i) in the case certificates of the representations and warranties qualified Secretary or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as an Assistant Secretary of the First Amendment Effective Date, except in Borrower containing specimen signatures of the case of persons authorized to execute Credit Documents on the Borrower’s behalf or any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date. (g) The Collateral Agent shall have received all certificates, acknowledgements and other documents described in clauses provided for herein or therein, together with (f)(iiix) and (f)(iv) copies of resolutions of the definition Board of Directors or other appropriate body of the term “Collateral Borrower authorizing the execution and Guarantee Requirement” set forth in Section 1.1 delivery of the Credit Agreement. The Administrative Agent shall notify ParentDocuments, (y) copies of the Borrower’s memorandum of association and articles of association and other publicly filed organizational documents in its jurisdiction of incorporation and bylaws and other governing documents, if any, and (z) a certificate of incorporation and a certificate of good standing from the Existing Lenders and the New Lenders appropriate governing agency of the First Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment Agreement shall not become effective, and the obligations Borrower’s jurisdiction of the applicable Continuing Lenders and the New Lenders to assume Tranche B Term Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 6 has not been satisfied at or prior to 5:00 p.m., New York City time, on April 9, 2013 (it being understood that any such failure of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Credit Agreement)incorporation.