Common use of Conditions to Effectiveness of Sections 1 and 2 Clause in Contracts

Conditions to Effectiveness of Sections 1 and 2. Sections 1 and 2 of this Supplement shall become effective on the date when, and only when, the following conditions shall have been satisfied (such date, the “Incremental Advance Effective Date”): (a) The Administrative Agent shall have received a counterpart signature page of (1) this Supplement duly executed by (i) the Borrower, (ii) the Administrative Agent and (iii) each Incremental Lender who is listed as having an Incremental Commitment on Exhibit A to this Supplement or, as to any of the foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this Supplement and (2) the consent attached hereto (the “Consent”) duly executed by each Grantor under the Security Agreement and each Guarantor under the Guaranty. (b) The Administrative Agent shall have received a certificate of the Borrower dated as of the Incremental Advance Effective Date signed on behalf of the Borrower by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that: immediately before and immediately after giving effect to such increase, (A) no Default exists or would arise from such increase, and (B) after giving effect to such increase, the Borrower would be in pro forma compliance with the requirements of Section 5.04 of the Credit Agreement. (c) The Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Loan Party (or duly authorized committee thereof) authorizing this Supplement and the Incremental Advances. (d) The Administrative Agent shall have received, for distribution to each Incremental Lender that shall have requested such note at least two Business Days in advance of the Incremental Advance Effective Date, a Note in connection with the Incremental Advances, payable to the order of such Incremental Lender duly executed by the Borrower in substantially the form of Exhibit A to the Credit Agreement, as modified by this Supplement. (e) The Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Incremental Advance Effective Date, shall be paying) all fees set forth in any fee or engagement letters executed by the Borrower and the Arrangers (as defined below) and all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and expenses of Shearman & Sterling LLP invoiced at least one day prior to the Incremental Advance Effective Date) incurred by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arranger and joint bookrunner (in such capacity, together with Citigroup Global Markets Inc. and Xxxxx Fargo Securities LLC in their capacities as joint lead arrangers and joint bookrunners, the “Arrangers”), and the Administrative Agent in connection with the preparation, negotiation and execution of this Supplement.

Conditions to Effectiveness of Sections 1 and 2. Sections 1 and 2 of this Supplement shall become effective on the date when, and only when, the following conditions shall have been satisfied (such date, the “Incremental Advance Joinder Supplement No. 2 Effective Date”): (a) The Administrative Agent shall have received a counterpart signature page of (1) this Supplement duly executed by (i) Holdings, (ii) the U.S. Borrower, (iiiii) the Hong Kong Borrower, (iv) the Administrative Agent and (iiiv) each Incremental Additional Term Lender who is listed as having an Incremental Additional Term Commitment on Exhibit A Annex 1 to this Supplement or, as to any of the foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this Supplement and (2) the consent attached hereto (the “Consent”) duly executed by each Grantor and Guarantor under the U.S. Security Agreement dated January 31, 2012 and each Guarantor under the GuarantyU.S. Guaranty dated January 31, 2012. (b) The Administrative Agent shall have received a certificate of the Borrower Holdings dated as of the Incremental Advance Joinder Supplement No. 2 Effective Date signed on behalf of the Borrower Holdings by a Responsible Officer of the BorrowerHoldings, certifying on behalf of the Holdings and each Borrower that: immediately before and immediately after giving effect to such increase, (A1) the representations and warranties contained in Article V of the Credit Agreement and in any other Loan Document, are true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Joinder Supplement No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect were true and correct in all respects) as of such earlier date, and the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, (2) no Default exists has occurred and is continuing, or would arise result from such increase, the borrowing of the Additional Term Loans or the application of the proceeds thereof and (B3) after giving effect to such increasethe occurrence of the Joinder Supplement No. 2 Effective Date and the borrowing of the Additional Term Loans, on a Pro Forma Basis, the Borrower would Consolidated Leverage Ratio shall be in pro forma compliance with no greater than 1.50:1.00, determined on the requirements of Section 5.04 basis of the Credit Agreementfinancial information most recently required to be delivered pursuant to Section 6.01 (together with reasonably detailed supporting calculations). (c) The Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party (or duly authorized committee thereof) authorizing this Supplement Supplement, the Additional Term Loans and the Incremental Advancesother matters contemplated hereby. (d) The Administrative Agent shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to Holdings, the Borrowers and the other Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent. (e) Each Additional Term Lender shall have received, for distribution to each Incremental Lender that shall have if requested such note at least two Business Days in advance of the Incremental Advance Joinder Supplement No. 2 Effective Date, a Term Note in connection with the Incremental AdvancesAdditional Term Loans, payable to the order of such Incremental Additional Term Lender duly executed by the U.S. Borrower in substantially the form of Exhibit A C-1 to the Credit Agreement, as modified by this Supplement. (ef) The Holdings or the U.S. Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Incremental Advance Joinder Supplement No. 2 Effective Date, shall be paying) all fees set forth in any fee or engagement letters executed by the Borrower and the Arrangers (as defined below) and all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and expenses of Shearman & Sterling LLP invoiced at least one day prior to the Incremental Advance Effective Date) incurred by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arranger and joint bookrunner (in such capacity, together with Citigroup Global Markets Inc. and Xxxxx Fargo Securities LLC in their capacities as joint lead arrangers and joint bookrunners, the “Arrangers”), and the Administrative Agent in connection with for the preparationaccount of each Additional Term Lender, negotiation and execution upfront fees equal to 0.50% of this Supplementthe principal amount of such Additional Term Lender’s Additional Term Commitment on the Joinder Supplement No. 2 Effective Date.

Conditions to Effectiveness of Sections 1 and 2. Sections 1 and 2 of this Supplement shall become effective on the date when, and only when, the following conditions shall have been satisfied (such date, the “Incremental Advance Joinder Supplement Effective Date”): (a) The Administrative Agent shall have received a counterpart signature page of (1) this Supplement duly executed by (i) Holdings, (ii) the U.S. Borrower, (iiiii) the Hong Kong Borrower, (iv) the Administrative Agent and (iiiv) each Incremental Additional Term Lender who is listed as having an Incremental Additional Term Commitment on Exhibit A Annex 1 to this Supplement or, as to any of the foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this Supplement and (2) the consent attached hereto (the “Consent”) duly executed by each Grantor and Guarantor under the U.S. Security Agreement dated January 31, 2012 and each Guarantor under the GuarantyU.S. Guaranty dated January 31, 2012. (b) The Administrative Agent shall have received a certificate of the Borrower Holdings dated as of the Incremental Advance Joinder Supplement Effective Date signed on behalf of the Borrower Holdings by a Responsible Officer of the BorrowerHoldings, certifying on behalf of the Holdings and each Borrower that: immediately before and immediately after giving effect to such increase, (A1) the representations and warranties contained in Article V of the Credit Agreement and in any other Loan Document, are true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Joinder Supplement Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect were true and correct in all respects) as of such earlier date, and the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, (2) no Default exists has occurred and is continuing, or would arise result from such increase, the borrowing of the Additional Term Loans or the application of the proceeds thereof and (B3) after giving effect to such increasethe occurrence of the Joinder Supplement Effective Date and the borrowing of the Additional Term Loans, on a Pro Forma Basis, the Borrower would Consolidated Leverage Ratio shall be in pro forma compliance with no greater than 1.50:1.00, determined on the requirements of Section 5.04 basis of the Credit Agreementfinancial information most recently required to be delivered pursuant to Section 6.01 (together with reasonably detailed supporting calculations). (c) The Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party (or duly authorized committee thereof) authorizing this Supplement Supplement, the Additional Term Loans and the Incremental Advancesother matters contemplated hereby. (d) The Administrative Agent shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to Holdings, the Borrowers and the other Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent. (e) Each Additional Term Lender shall have received, for distribution to each Incremental Lender that shall have if requested such note at least two Business Days in advance of the Incremental Advance Joinder Supplement Effective Date, a Term Note in connection with the Incremental AdvancesAdditional Term Loans, payable to the order of such Incremental Additional Term Lender duly executed by the U.S. Borrower in substantially the form of Exhibit A C-1 to the Credit Agreement, as modified by this Supplement. (ef) The Holdings or the U.S. Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Incremental Advance Joinder Supplement Effective Date, shall be paying) all fees set forth in any fee or engagement letters executed by the Borrower and the Arrangers (as defined below) and all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and expenses of Shearman & Sterling LLP invoiced at least one day prior to the Incremental Advance Effective Date) incurred by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arranger and joint bookrunner (in such capacity, together with Citigroup Global Markets Inc. and Xxxxx Fargo Securities LLC in their capacities as joint lead arrangers and joint bookrunners, the “Arrangers”), and the Administrative Agent in connection with for the preparationaccount of each Additional Term Lender, negotiation and execution upfront fees equal to 0.50% of this Supplementthe principal amount of such Additional Term Lender’s Additional Term Commitment on the Joinder Supplement Effective Date.

Conditions to Effectiveness of Sections 1 and 2. Sections 1 and 2 of this Supplement shall become effective on the date when, and only when, the following conditions shall have been satisfied (such date, the “Incremental Advance Joinder Supplement No. 3 Effective Date”): (a) The Administrative Agent shall have received a counterpart signature page of (1) this Supplement duly executed by (i) Holdings, (ii) the U.S. Borrower, (iiiii) the Hong Kong Borrower, (iv) the Administrative Agent and (iiiv) each Incremental Additional Term Lender who is listed as having an Incremental Additional Term Commitment on Exhibit A Annex 1 to this Supplement or, as to any of the foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this Supplement and (2) the consent attached hereto (the “Consent”) duly executed by each Grantor and Guarantor under the U.S. Security Agreement dated January 31, 2012 and each Guarantor under the GuarantyU.S. Guaranty dated January 31, 2012. (b) The Administrative Agent shall have received a certificate of the Borrower Holdings dated as of the Incremental Advance Joinder Supplement No. 3 Effective Date signed on behalf of the Borrower Holdings by a Responsible Officer of the BorrowerHoldings, certifying on behalf of the Holdings and each Borrower that: immediately before and immediately after giving effect to such increase, (A1) the representations and warranties contained in Article V of the Credit Agreement and in any other Loan Document, are true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Joinder Supplement No. 3 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect were true and correct in all respects) as of such earlier date, and the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, (2) no Default exists has occurred and is continuing, or would arise result from such increase, the borrowing of the Additional Term Loans or the application of the proceeds thereof and (B3) after giving effect to such increasethe occurrence of the Joinder Supplement No. 3 Effective Date and the borrowing of the Additional Term Loans, on a Pro Forma Basis, the Borrower would Consolidated Leverage Ratio shall be in pro forma compliance with no greater than 1.50:1.00, determined on the requirements of Section 5.04 basis of the Credit Agreementfinancial information most recently required to be delivered pursuant to Section 6.01 (together with reasonably detailed supporting calculations). (c) The Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party (or duly authorized committee thereof) authorizing this Supplement Supplement, the Additional Term Loans and the Incremental Advancesother matters contemplated hereby. (d) The Administrative Agent shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to Holdings, the Borrowers and the other Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent. (e) Each Additional Term Lender shall have received, for distribution to each Incremental Lender that shall have if requested such note at least two Business Days in advance of the Incremental Advance Joinder Supplement No. 3 Effective Date, a Term Note in connection with the Incremental AdvancesAdditional Term Loans, payable to the order of such Incremental Additional Term Lender duly executed by the U.S. Borrower in substantially the form of Exhibit A C-1 to the Credit Agreement, as modified by this Supplement. (ef) The Holdings or the U.S. Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Incremental Advance Joinder Supplement No. 3 Effective Date, shall be paying) all to the Administrative Agent for the account of each Additional Term Lender, upfront fees equal to 0.50% of the principal amount of such Additional Term Lender’s Additional Term Commitment on the Joinder Supplement No. 3 Effective Date. (g) Holdings or the U.S. Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth in any fee or engagement letters executed by herein, on the Borrower and the Arrangers (as defined belowJoinder Supplement No. 3 Effective Date, shall be paying) and all reasonable and documented out-of-pocket documented expenses (including the reasonable and documented fees and expenses of Shearman & Sterling LLP invoiced at least one day prior to the Incremental Advance Effective DateLLP) incurred by the Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arranger and joint bookrunner (in such capacity, together with Citigroup Global Markets Inc. and Xxxxx Fargo Securities LLC in their capacities as joint lead arrangers and joint bookrunners, the “Arrangers”)arranger, and the Administrative Agent in connection with the preparation, negotiation and execution of this SupplementJoinder No. 1 and Incremental Joinder Supplements.

Conditions to Effectiveness of Sections 1 and 2. Sections 1 and 2 of this Supplement Joinder shall become effective on the date when, and only when, the following conditions shall have been satisfied (such date, the “Incremental Advance Additional Term Loan Effective Date”): (a) The Administrative Agent shall have received a counterpart signature page of (1) this Supplement Joinder duly executed by (i) Holdings, (ii) the U.S. Borrower, (iiiii) the Hong Kong Borrower, (iv) the Administrative Agent and (iiiv) each Incremental Additional Term Lender who is listed as having an Incremental Additional Term Commitment on Exhibit A to this Supplement Joinder or, as to any of the foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this Supplement Joinder and (2) the consent attached hereto (the “Consent”) duly executed by each Grantor and Guarantor under the U.S. Security Agreement dated January 31, 2012 and each Guarantor under the GuarantyU.S. Guaranty dated January 31, 2012. (b) The Administrative Agent shall have received a certificate of the Borrower Holdings dated as of the Incremental Advance Additional Term Loan Effective Date signed on behalf of the Borrower Holdings by a Responsible Officer of the BorrowerHoldings, certifying on behalf of the Holdings and each Borrower that: immediately before and immediately after giving effect to such increase, (A1) the representations and warranties contained in Article V of the Credit Agreement and in any other Loan Document, are true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Additional Term Loan Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except that such representations and warranties that are qualified by materiality or Material Adverse Effect were true and correct in all respects) as of such earlier date, and the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, (2) no Default exists has occurred and is continuing, or would arise result from such increase, the borrowing of the Additional Term Loans or the application of the proceeds thereof and (B3) after giving effect to such increasethe occurrence of the Additional Term Loan Effective Date and the borrowing of the Additional Term Loans, on a Pro Forma Basis, the Borrower would Consolidated Leverage Ratio shall be in pro forma compliance with no greater than 1.50:1.00, determined on the requirements of Section 5.04 basis of the Credit Agreementfinancial information most recently required to be delivered pursuant to Section 6.01 (together with reasonably detailed supporting calculations). (c) The Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party (or duly authorized committee thereof) authorizing this Supplement Joinder, the Additional Term Loans and the Incremental Advancesother matters contemplated hereby. (d) The Administrative Agent shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to Holdings, the Borrowers and the other Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent. (e) Each Additional Term Lender shall have received, for distribution to each Incremental Lender that shall have if requested such note at least two Business Days in advance of the Incremental Advance Additional Term Loan Effective Date, a Term Note in connection with the Incremental AdvancesAdditional Term Loans, payable to the order of such Incremental Additional Term Lender duly executed by the U.S. Borrower in substantially the form of Exhibit A C-1 to the Credit Agreement, as modified by this SupplementJoinder. (ef) The Holdings or the U.S. Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Incremental Advance Additional Term Loan Effective Date, shall be paying) to the Administrative Agent for the account of each Additional Term Lender, upfront fees equal to 0.50% of the principal amount of such Additional Term Lender’s Additional Term Commitment on the Additional Term Loan Effective Date. (g) Holdings or the U.S. Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Additional Term Loan Effective Date, shall be paying) all fees set forth in any fee or engagement letters executed by Holdings in favor of the Borrower and the Arrangers (as defined below) Arranger and all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and expenses of Shearman & Sterling LLP invoiced at least one day prior to the Incremental Advance Effective DateLLP) incurred by the Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arranger and joint bookrunner (in such capacity, together with Citigroup Global Markets Inc. and Xxxxx Fargo Securities LLC in their capacities as joint lead arrangers and joint bookrunners, the “Arrangers”)arranger, and the Administrative Agent in connection with the preparation, negotiation and execution of this SupplementJoinder.