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

Conditions to Effectiveness of this Agreement. The effectiveness of the agreements set forth in this Agreement and of the amendments set forth in Section 2 of this Agreement, shall become effective on the date (the “Amendment No. 12 Effective Date”) when each of the following conditions shall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreement: 4 (a) the Administrative Agent shall have received from (x) each Loan Party, and (y) Lenders constituting the Required Lenders either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 12 Effective Date, certifying that (i) the representations and warranties set forth in Section 4 hereof shall be true and correct, and (ii) no Default or Event of Default shall exist or would result from the execution, delivery and performance of this Agreement; and (c) the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Amendment No. 12 Effective Date, for which invoices have been presented at least one Business Day prior to the Amendment No. 12

Conditions to Effectiveness of this Agreement. The effectiveness of the agreements set forth in this Agreement and of the amendments set forth in Section 2 of this Agreement, shall become effective on the date (the “Amendment No. 12 10 Effective Date”) when each of the following conditions shall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreement:): 4 (a) the Administrative Agent shall have received from (x) each Loan Party, the Borrower and (y) the Lenders constituting the Required Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; ; (b) the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 12 10 Effective Date, certifying that (i) the representations and warranties set forth in Section 4 hereof shall be true and correct, and (ii) no Default or Event of Default shall exist or would result from the execution, delivery and performance of this Agreement; and ; (cd) the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Amendment No. 12 10 Effective Date, for which invoices have been presented at least one Business Day prior to the Amendment No. 1210 Effective Date.

Conditions to Effectiveness of this Agreement. The effectiveness of This Agreement and the agreements waiver set forth in this Agreement and Section 3 hereof shall become effective (the “Waiver Effective Date”), so long as all of the following conditions have been satisfied (except that the amendments to the Loan Agreement set forth in Section 2 of this Agreement, Agreement shall become be deemed effective on the date (the “Amendment No. 12 Effective Date”) when each of the following conditions shall have been satisfied (or waived, so tong as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreement: 4 clause (a) below is satisfied and whether or not the Administrative Agent Waiver Effective Date has occurred): (a) Each party hereto shall have received from (x) each Loan Party, executed and (y) Lenders constituting the Required Lenders either (A) a counterpart of delivered this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; Agent. (b) Borrower shall provide documentation, in a form reasonably satisfactory to Agent, evidencing the Administrative Agent shall have received a certificate purchase of Equity Interests of the BorrowerBorrower by Xxxxxx X. Xxxx Xx. and/or Xxxxxx Xxxxxxxx in an aggregate amount of not less than $25,000 on or prior to January 31, dated the Amendment No. 12 Effective Date, certifying that 2017. (ic) the representations and warranties set forth in Section 4 hereof shall be true and correct, and (ii) no No Default or Event of Default shall exist or would result from (other than the execution, delivery and performance Specified Event of this Agreement; and (cDefault) the Administrative Agent and the Lenders shall have received payment occurred and be continuing. (d) Borrower shall have paid to Agent, for all reasonable and documented and invoiced out-of-pocket costs the benefit of each Lender, the fee and expenses required to be paid or reimbursed under Section 9.03 10/ of the Credit Loan Agreement, including in connection with the execution and negotiation of this Agreement. (e) Borrower shall have executed the First Amendment Fee Letter, dated of even date hereof, providing for the payment of the first amendment fee on or before April 1, 2017. (f) All proceedings taken in connection with the transactions contemplated by this Agreement on the Amendment No. 12 Effective Dateand all documents, for which invoices have been presented at least one Business Day prior instruments and other legal matters incident thereto shall be reasonably satisfactory to the Amendment No. 12Agent and its legal counsel.

Conditions to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective, and the agreements and commitments of the agreements set forth in this Agreement and 2020 Incremental Revolving Facility Lender shall be irrevocable, as of the amendments set forth in Section 2 of this Agreement, shall become effective on the first date (the “Amendment No. 12 Agreement Effective Date”) when each of the following conditions shall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreementsatisfied: 4 (a) the Administrative Agent (or its counsel) shall have received from (x) each Loan Party, the 2020 Incremental Revolving Facility Lender and the Administrative Agent (y) Lenders constituting the Required Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; ; (b) the Administrative Agent “2020 Incremental Effective Date” under the Incremental Term Loan Agreement shall have received a certificate occurred; (c) ERI (as defined in the Incremental Term Loan Agreement) shall have consummated an offering of at least 16 million shares of its stock (it being acknowledged and agreed that this condition was satisfied on June 19, 2020); and (d) immediately after giving effect to the Borrower, dated 2020 Incremental Revolving Facility Commitment on the Amendment No. 12 Agreement Effective Date, certifying that no Event of Default under Section 7.01(b), (c), (h) (with respect to the Initial Borrower) or (i) (with respect to the representations Initial Borrower) under the Credit Agreement shall have occurred and warranties set forth in Section 4 hereof shall be true and correct, and (ii) no Default or Event of Default shall exist continuing or would result from the execution, delivery and performance of this Agreement; and (c) the Administrative Agent and the Lenders shall have received payment for all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Amendment No. 12 Effective Date, for which invoices have been presented at least one Business Day prior to the Amendment No. 12therefrom.

Conditions to Effectiveness of this Agreement. The effectiveness This Agreement shall be deemed effective as of the agreements set forth in this Agreement and of the amendments set forth in Section 2 of this AgreementAugust 14, shall become effective on the date 2009 (the “Amendment No. 12 Effective Date”) when each of ), provided that all the following conditions shall have been satisfied (or waivedsatisfied, as applicable) anddetermined in Administrative Agent’s and Majority Banks’ sole and absolute discretion, in connection with on or before the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this AgreementEffective Date: 4 (a) Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, duly executed counterparts of this Agreement from Borrower and the Majority Banks on or before the Effective Date; (b) Administrative Agent shall have received from on or before the Effective Date an executed forbearance agreement between Borrower and the requisite holders of the Senior Notes in form and substance satisfactory to Administrative Agent and Majority Banks (xthe “Notes Forbearance Agreement”); (c) each Loan PartyBorrower shall have paid all reasonable and documented fees, costs and (y) Lenders constituting the Required Lenders either (A) a counterpart of expenses incurred in connection with this Agreement signed on behalf of such party and any other Loan Documents that have been invoiced and are required to be paid hereunder or under the Credit Agreement (Bincluding, without limitation, the Forbearance Fee and legal fees and expenses); (d) written evidence satisfactory to On or before the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 12 Effective Date, certifying that Borrower shall have transferred a retainer of $200,000 to FTI Consulting, Inc. and a retainer of $200,000 to Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, in each case pursuant to the terms of the retainer letter, dated August 14, 2009, by Administrative Agent to Borrower; and (ie) the The representations and warranties set forth in Section 4 hereof made or deemed made by Borrower under this Agreement shall be true and correct, and (ii) no Default or Event of Default shall exist or would result from the execution, delivery and performance of this Agreement; and (c) the Administrative Agent and the Lenders shall have received payment for correct in all reasonable and documented and invoiced out-of-pocket costs and expenses required to be paid or reimbursed under Section 9.03 of the Credit Agreement on the Amendment No. 12 Effective Date, for which invoices have been presented at least one Business Day prior to the Amendment No. 12material respects.

Conditions to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective, and the agreements and commitments of the agreements set forth in this Agreement and Closing Date Incremental Revolving Facility Lenders shall be irrevocable, as of the amendments set forth in Section 2 of this Agreement, shall become effective on the first date (the “Amendment No. 12 Agreement Effective Date”) when each of the following conditions shall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreementsatisfied: 4 (a) the Administrative Agent (or its counsel) shall have received from (x) each Loan Party, the Closing Date Incremental Revolving Facility Lenders and the Administrative Agent (y) Lenders constituting the Required Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; ; (b) the Administrative Agent “Closing Date” under the Credit Agreement shall have received a certificate of occurred and the Borrower, dated the Amendment No. 12 Effective Date, certifying that (i) the representations and warranties conditions set forth in Section 4 hereof 4.02 of the Credit Agreement shall be true and correct, and have been satisfied (ii) no Default or Event waived in accordance with Section 9.08 of Default shall exist or would result from the execution, delivery and performance of this Credit Agreement; and ); (c) the Administrative Agent and the Lenders Borrower shall have received payment for all reasonable consummated an offering of at least 16 million shares of its stock (it being acknowledged and documented and invoiced out-of-pocket costs and expenses required agreed that this condition was satisfied on June 19, 2020); and (d) immediately after giving effect to be paid or reimbursed the Closing Date Incremental Revolving Facility Commitments on the Agreement Effective Date, no Event of Default under Section 9.03 of 7.01(b), (c), (h) (with respect to the Borrower) or (i) (with respect to the Borrower) under the Credit Agreement on the Amendment No. 12 Effective Date, for which invoices shall have been presented at least one Business Day prior to the Amendment No. 12occurred and be continuing or would result therefrom.