Common use of Conditions to Effectiveness of Amendments Clause in Contracts

Conditions to Effectiveness of Amendments. This First Amendment and the Amendments set forth in Section 2 shall become effective on the date (the “First Amendment Effective Date”) on which each of the following conditions are satisfied or waived by each applicable party: (A) the Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent; (B) the Administrative Agent shall have received (1) a certificate of each Loan Party, dated the First Amendment Effective Date and executed by a responsible officer of such Loan Party, which shall (a) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of this First Amendment and the Acknowledgment and Agreement to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign this First Amendment and the Acknowledgment and Agreement to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of each Loan Party’s by-laws or operating, management or partnership agreement, or a certification by an authorized officer of such Loan Party that the applicable organizational documents delivered in connection with the initial funding on the Effective Date, remain in full force and effect and have not been amended, modified, revoked or rescinded since the Effective Date, as applicable and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization; (C) no Default or Event of Default has occurred and is continuing or shall result upon the First Amendment Effective Date; (D) the Administrative Agent shall have received an executed written opinion of Ropes & Xxxx LLP, New York counsel to the Loan Parties and an executed written opinion of Xxxxxx Xxxxxx LLP, New Hampshire counsel to the Loan Parties organized in New Hampshire, which shall be customary for transactions of this type in form and substance reasonably satisfactory to the Administrative Agent; (E) the Administrative Agent shall have received a certificate signed by a responsible officer of the Borrower certifying that (1) the conditions precedent set forth in Section 4.02 of the Credit Agreement have been satisfied both before and after giving effect to this First Amendment and the Additional Term Loans provided hereby and (2) the Additional Term Loans have been made on the terms and conditions provided for in the Credit Agreement; (F) the Administrative Agent shall have received executed signature pages to this First Amendment from Holdings and the Borrower; (G) the Administrative Agent shall have received (i) with respect to the effectiveness of the Amendment to Section 6.12 of the Credit Agreement, the consent of the Required Revolving Lenders and (ii) with respect to the effectiveness of any other Amendment, the consent of the Required Lenders, in each case as is required pursuant to Section 9.02 of the Credit Agreement in respect of each such Amendment; and (H) the Administrative Agent shall have received executed signature pages to the Acknowledgment and Agreement (the “Acknowledgment and Agreement”) attached hereto as Exhibit B, from each of the Persons (other than the Borrower and Holdings) who are or are required by the Loan Documents to be Loan Guarantors.

Conditions to Effectiveness of Amendments. This First Second Amendment and the Amendments set forth in Section 2 shall become effective on the date (the “First Second Amendment Effective Date”) on which each of the following conditions are satisfied or waived by each applicable party: (A) the Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Second Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent; (B) the Administrative Agent shall have received (1) a certificate of each Loan Party, dated the First Second Amendment Effective Date and executed by a responsible officer of such Loan Party, which shall (a) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of this First Second Amendment and the Acknowledgment and Agreement to which it is a party, (Bb) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign this First Second Amendment and the Acknowledgment and Agreement to which it is a party, and (Cc) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of each Loan Party’s by-laws or operating, management or partnership agreement, or a certification by an authorized officer of such Loan Party that the applicable organizational documents delivered in connection with the initial funding on the Effective Date, remain in full force and effect and have not been amended, modified, revoked or rescinded since the Effective Date, as applicable and (ii2) a long form good standing certificate for each Loan Party from its jurisdiction of organization; (C) no Default or Event of Default has occurred and is continuing or shall result upon the First Second Amendment Effective Date; (D) the Administrative Agent shall have received an executed written opinion of Ropes & Xxxx LLP, New York counsel to the Loan Parties and an executed written opinion of Xxxxxx Xxxxxx LLP, New Hampshire counsel to the Loan Parties organized in New Hampshire, which shall be customary for transactions of this type in form and substance reasonably satisfactory to the Administrative Agent; (E) the Administrative Agent shall have received a certificate signed by a responsible officer of the Borrower certifying that (1) the conditions precedent set forth in Section 4.02 of the Credit Agreement have been satisfied both before and after giving effect to this First Second Amendment and the Additional 2016 Term Loans and the Increase Revolving Commitments provided hereby and (2) the Additional 2016 Term Loans and the Increase Revolving Commitments have been made on the terms and conditions provided for in the Credit Agreement; (F) the Administrative Agent shall have received executed signature pages to this First Second Amendment from Holdings Holdings, the Borrower, the Consenting Lenders, the Increase Term Lenders and the BorrowerIncrease Revolving Lenders; (G) the Administrative Agent shall have received (i) with respect to the effectiveness of the Amendment to Section 6.12 of the Existing Credit Agreement, the consent of the Required Revolving Lenders and (ii) with respect to the effectiveness of any other Amendment, the consent of the Required Lenders, in each case as is required pursuant to Section 9.02 of the Existing Credit Agreement in respect of each such Amendment; and59562360_4 (H) the Administrative Agent shall have received executed signature pages to the Acknowledgment and Agreement (the “Acknowledgment and Agreement”) attached hereto as Exhibit B, from each of the Persons (other than the Borrower and Holdings) who are or are required by the Loan Documents to be Loan Guarantors; (I) the Administrative Agent shall have received a Borrowing Request from the Borrower with respect to the 2016 Term Loans meeting the requirements of Section 2.03 of the Credit Agreement; (J) the Administrative Agent, the Increase Term Lenders and the Increase Revolving Lenders shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, (i) all accrued and unpaid interest, fees and other amounts then due and payable in respect of the Term Loans outstanding immediately prior to the Second Amendment Effective Date and (ii) to the extent invoiced at least one (1) Business Day prior to the Second Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Agreement or under any other Loan Document; and (K) the Administrative Agent shall have received, at least two (2) Business Days prior to the Second Amendment Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent such request was made at least four (4) Business Days prior to the Second Amendment Effective Date.

Conditions to Effectiveness of Amendments. This First Amendment and the Amendments The amendments set forth in Section 2 hereof shall become effective on upon the date (Closing Date subject to this Amendment becoming effective pursuant to Section 7 below and subject to the “First Amendment Effective Date”) on which each satisfaction of the following conditions are satisfied or waived by each applicable party:(the date of satisfaction of such conditions, the “Amendment No. 1 Effective Date”): (Aa) Each Lender which shall have submitted a signed counterpart hereof as contemplated by Section 7 not later than 12:00 noon, New York City time, on April 20, 2009 shall have received an amendment fee in an amount equal to 0.125% of such Lender’s Commitment; (b) JPMorgan Securities Inc., in its capacity as lead arranger for the New Credit Facilities (the “Lead Arranger”), shall have received favorable written opinions (addressed to the Administrative Agent shall have received a solvency certificate signed by a Financial Officer and the Lenders and dated the First Amendment No. 1 Effective Date Date) of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxxxxx, or such other counsel as shall be reasonably satisfactory to the Lead Arranger, in each case in form and substance reasonably satisfactory to the Administrative Agent;Lead Arranger, covering such matters relating to the Company, the Parent, each other Guarantor (if any), the Loan Documents or the Transactions as the Lead Arranger shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (Bc) the Administrative Agent The Lead Arranger shall have received (1) a certificate of the Secretary or an Assistant Secretary of the Parent, the Company and each Loan Partyother Guarantor (if any) attaching copies of its certificate of incorporation and by-laws, dated the First Amendment Effective Date a good standing certificate for it and executed by a responsible officer of such Loan Party, which shall (a) certify the resolutions of its Board of Directors, members or other body Directors authorizing the execution, delivery and performance of this First Amendment Agreement and the Acknowledgment and Agreement other Loan Documents to which it is a party, . (Bd) identify by name and title and bear the signatures The Lead Arranger shall have received an incumbency certificate of an officer of the Financial Officers Parent, the Company and any each other Guarantor (if any) in respect of each of the officers of such Loan Party who are authorized to sign this First Amendment Agreement and the Acknowledgment and Agreement other Loan Documents to which it each is a partyparty on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party giving notices and a true and correct copy of each Loan Party’s by-laws or operating, management or partnership agreement, or a certification by an authorized officer of such Loan Party that the applicable organizational documents delivered other communications in connection with this Agreement, the initial funding on other Loan Documents and the Effective Date, remain in full force transactions contemplated hereby and effect and have not been amended, modified, revoked or rescinded since the Effective Date, as applicable and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization;thereby. (Ce) no Default or Event of Default has There shall not have occurred and is continuing or shall result upon the First Amendment any Effective Date; (D) the Administrative Agent shall have received an executed written opinion of Ropes & Xxxx LLP, New York counsel to the Loan Parties and an executed written opinion of Xxxxxx Xxxxxx LLP, New Hampshire counsel to the Loan Parties organized in New Hampshire, which shall be customary for transactions of this type in form and substance reasonably satisfactory to the Administrative Agent; (E) the Administrative Agent shall have received a certificate signed by a responsible officer of the Borrower certifying that (1) the conditions precedent set forth in Section 4.02 of the Credit Agreement have been satisfied both before and after giving effect to this First Amendment and the Additional Term Loans provided hereby and (2) the Additional Term Loans have been made on the terms and conditions provided for in the Credit Agreement; (F) the Administrative Agent shall have received executed signature pages to this First Amendment from Holdings and the Borrower; (G) the Administrative Agent shall have received (i) with respect to the effectiveness Date Material Adverse Change as of the Amendment to Section 6.12 of the Credit Agreement, the consent of the Required Revolving Lenders and (ii) with respect to the effectiveness of any other Amendment, the consent of the Required Lenders, in each case as is required pursuant to Section 9.02 of the Credit Agreement in respect of each such Amendment; and (H) the Administrative Agent shall have received executed signature pages to the Acknowledgment and Agreement (the “Acknowledgment and Agreement”) attached hereto as Exhibit B, from each of the Persons (other than the Borrower and Holdings) who are or are required by the Loan Documents to be Loan Guarantors.No. 1

Conditions to Effectiveness of Amendments. This First Amendment and the Amendments set forth in Section 2 shall become effective on the date (the “First Amendment Effective Date”) on which each of the following conditions are satisfied or waived by each applicable party: (A) the Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent; (B) the Administrative Agent shall have received (1) a certificate of each Loan Party, dated the First Amendment Effective Date and executed by a responsible officer of such Loan Party, which shall (a) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of this First Amendment and the Acknowledgment and Agreement to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign this First Amendment and the Acknowledgment and Agreement to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of each Loan Party’s by-laws or operating, management or partnership agreement, or a certification by an authorized officer of such Loan Party that the applicable organizational documents delivered in connection with the initial funding on the Effective Date, remain in full force and effect and have not been amended, modified, revoked or rescinded since the Effective Date, as applicable and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization; (C) no Default or Event of Default has occurred and is continuing or shall result upon the First Amendment Effective Date; (D) the Administrative Agent shall have received an executed written opinion of Ropes & Xxxx LLP, New York counsel to the Loan Parties and an executed written opinion of Xxxxxx Xxxxxx LLP, New Hampshire counsel to the Loan Parties organized in New Hampshire, which shall be customary for transactions of this type in form and substance reasonably satisfactory to the Administrative Agent; (E) the Administrative Agent shall have received a certificate signed by a responsible officer of the Borrower certifying that (1) the conditions precedent set forth in Section 4.02 of the Credit Agreement have been satisfied both before and after giving effect to this First Amendment and the Additional Term Loans provided hereby and (2) the Additional Term Loans have been made on the terms and conditions provided for in the Credit Agreement; (F) the Administrative Agent shall have received executed signature pages to this First Amendment from Holdings and the Borrower;; Table of Contents (G) the Administrative Agent shall have received (i) with respect to the effectiveness of the Amendment to Section 6.12 of the Credit Agreement, the consent of the Required Revolving Lenders and (ii) with respect to the effectiveness of any other Amendment, the consent of the Required Lenders, in each case as is required pursuant to Section 9.02 of the Credit Agreement in respect of each such Amendment; and (H) the Administrative Agent shall have received executed signature pages to the Acknowledgment and Agreement (the “Acknowledgment and Agreement”) attached hereto as Exhibit B, from each of the Persons (other than the Borrower and Holdings) who are or are required by the Loan Documents to be Loan Guarantors.