Common use of Conditions to Effectiveness of this Second Amendment Clause in Contracts

Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when: (a) executed counterparts of this Second Amendment, duly executed by the Credit Parties, AIG and the Noteholders, shall have been delivered to AIG and the Noteholders; (b) the Noteholders shall have received executed copies of the amendments to each outstanding Principal Credit Facility, in each case, substantially in the form previously provided to them and in form and substance reasonably satisfactory to the Noteholders; (c) the representations and warranties of the Credit Parties set forth in Section 2 hereof shall be true and correct in all material respects on and with respect to the date hereof (except to the extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true and correct in all material respects as of such other date) (and execution of this Second Amendment by each Credit Party shall constitute its certification of the same); and (d) Holdings and each Co-Issuer shall have paid the reasonable fees and expenses of Chapman xxx Xxxler LXX, xxecial counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt or satisfaction of all of the foregoing, this Second Amendment shall become effective.

Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when: (a) executed counterparts of this Second Amendment, duly executed by the Credit Parties, AIG Company and the Noteholdersholders of 100% of the outstanding Notes, shall have been delivered to AIG and the Noteholders; (b) the Noteholders Company shall have received executed provided the Noteholders with true, correct and complete copies of the amendments to each outstanding of the Principal Credit Facility, in each case, substantially in Facilities relating to the form previously provided to them and subject matter of this Second Amendment in form and substance reasonably satisfactory to the Noteholders; (c) the representations and warranties Noteholders shall have received a copy of the Credit Parties resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, certified by its Secretary or an Assistant Secretary; (d) the Noteholders shall have received the favorable opinion of counsel to the Company (which may be internal counsel) as to the matters set forth in Section 2 hereof Sections 2.1(a) and 2.1(b) hereof, which opinion shall be true in form and correct in all material respects on and with respect substance satisfactory to the date hereof (except to the extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true and correct in all material respects as of such other date) (and execution of this Second Amendment by each Credit Party shall constitute its certification of the same)Noteholders; and (de) Holdings and each Co-Issuer the Company shall have paid the reasonable or caused to be paid reasonable, out-of-pocket fees and expenses of Chapman xxx Xxxler LXXXxxxxxx and Xxxxxx LLP, xxecial special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt or satisfaction of all , to the extent invoiced at least 2 Business Days in advance of the foregoing, this Second Amendment shall become effectivedate hereof.

Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by each of the Credit Parties, AIG Obligors and the Noteholdersholders of greater than 50% of the outstanding principal of the Notes, shall have been delivered to AIG and the Noteholders; ; (b) the Noteholders Obligors shall have received executed copies provided to the Purchasers a true, correct and complete copy of the amendments to each outstanding Principal Existing Credit Facility, including all amendments thereto, that is in each case, substantially in full force and effect as of the form previously provided to them and in form and substance reasonably satisfactory to the Noteholders; date hereof; (c) the representations and warranties of each of the Credit Parties Obligors set forth in Section 2 hereof shall be are true and correct in all material respects on and with respect to the date hereof (except to the extent such representations hereof; and warranties expressly relate to another date, in which case such representations and warranties are true and correct in all material respects as of such other date) (and execution of this Second Amendment by each Credit Party shall constitute its certification of the same); and (d) Holdings and each Co-Issuer shall have paid the reasonable fees and expenses of Chapman xxx Xxxler LXXXxxxxxx and Xxxxxx, xxecial LLP, counsel to the Noteholders, shall have been paid by the Obligors, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt or satisfaction of all of the foregoing, this Second Amendment shall become effective.