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

Conditions to Effectiveness of this Third Amendment. SECTION 3.1. This Third 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 Third Amendment, duly executed by the Obligors and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received a copy of the resolutions of the Board of Directors of each Obligor authorizing the execution, delivery and performance by such Obligor of this Third Amendment, certified by such Obligor's Secretary or an Assistant Secretary; (c) the representations and warranties of the Obligors set forth in SECTION 2 hereof are true and correct on and with respect to the date hereof; (d) the Noteholders party to this Third Amendment shall have received an amendment fee in an amount equal to 0.20% times the aggregate outstanding principal amount of the Notes held by such Noteholder; and (e) the Noteholders shall have received a true, correct and complete copy of the Amendment to the Bank Credit Agreement dated the date hereof. Upon receipt of all of the foregoing, this Third Amendment shall become effective as of September 30, 2001.

Conditions to Effectiveness of this Third Amendment. SECTION 3.1. This Third 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 Third Amendment, duly executed by the Obligors Borrower and the holders of at least 51% of the outstanding principal of the NotesLenders, shall have been delivered to the NoteholdersLenders; (b) the Noteholders Lenders shall have received (i) a copy of the resolutions of the Board of Directors of each Obligor the Borrower authorizing the execution, delivery and performance by such Obligor the Borrower of this Third Amendment, certified by such Obligor's its Secretary or an Assistant Secretary, and (ii) a copy of the resolutions of the Board of Directors of the Borrower authorizing execution, delivery and performance by the Borrower of the Third Amendment to the Loan Agreement in the form annexed hereto as Exhibit A; (c) the representations and warranties of the Obligors Borrower set forth in SECTION 2 Section 5 hereof are true and correct on and with respect to the date hereof; (d) the Noteholders party to this Third Amendment Lenders shall have received an amendment fee in an amount equal to 0.20% times the aggregate outstanding principal amount favorable opinion of the Notes held by such Noteholder; and (e) the Noteholders shall have received a true, correct and complete copy of the Amendment counsel to the Bank Credit Agreement dated Obligors as to the date matters set forth in Sections 5.1(a), 5.1(b) and 5.1(c) hereof, which opinion shall be in form and substance satisfactory to the Lenders. Upon receipt of all of the foregoing, this Third Amendment shall become effective as of September 30, 2001effective.

Conditions to Effectiveness of this Third Amendment. SECTION 3.1. 3.1 This Third 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 Third Amendment, duly executed by the Obligors Company and the holders Noteholders holding the requisite principal amount of at least 51% of Notes as required under the outstanding principal of the Notes, Note Agreement shall have been delivered to the Noteholders; (b) the Noteholders shall have received a copy of the resolutions of the Board of Directors or similar governing body of each Obligor authorizing the execution, delivery and performance by each such Obligor of its obligations under this Third Amendment, certified by such Obligor's its Secretary or an Assistant Secretary; (c) the representations and warranties of the Obligors set forth in SECTION § 2 hereof are true and correct on and with respect to the date hereof;hereof and the Obligors shall have delivered a certificate to such effect; and (d) all proceedings taken in connection with the transactions contemplated by this Third Amendment, and all documents necessary to the consummation thereof, shall be reasonably satisfactory in form and substance to the Noteholders party to this Third Amendment shall have received an amendment fee in an amount equal to 0.20% times the aggregate outstanding principal amount of the Notes held by such Noteholder; and (e) and their counsel, and the Noteholders shall have received a true, correct and complete copy (executed or certified as may be appropriate) of all such documents or proceedings taken in connection with the Amendment to the Bank Credit Agreement dated the date hereofconsummation of said transactions. Upon receipt of all of the foregoing, this Third Amendment shall become effective as of September 30, 2001effective.

Conditions to Effectiveness of this Third Amendment. SECTION Section 3.1. This Third Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:satisfied (the “Effective Date”): (a) executed counterparts of this Third Amendment, duly executed by the Obligors Company and the holders of at least 51100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received a copy of the resolutions Sixth Amended and Restated Loan Agreement, dated as of the Board of Directors of each Obligor authorizing date hereof, among the executionCompany, delivery the foreign subsidiary borrowers party thereto, the lenders party thereto and performance by such Obligor of this Third AmendmentJPMorgan Chase Bank, certified by such Obligor's Secretary or an Assistant SecretaryNational Association, a national banking association, as administrative agent for the lenders, which is in a form and substance satisfactory to the Noteholders; (c) the representations and warranties of the Obligors Company set forth in SECTION Section 2 hereof are true and correct on and with respect to the date hereof; (d) the Noteholders party to this Third Amendment substantially contemporaneously herewith, each Noteholder shall have received an amendment fee in an amount equal to 0.20.05% times the aggregate outstanding principal amount of the Notes each Note held by such Noteholder; and (e) the Noteholders shall have received a true, correct and complete copy an opinion of the Amendment counsel to the Bank Credit Agreement dated Company as to the date matters set forth in Sections 2.1(a), 2.1(b) and 2.1(c)(i), (ii), and (iii)(1)) hereof. Upon receipt of all of , which opinion shall be in form and substance satisfactory to the foregoing, this Third Amendment shall become effective as of September 30, 2001Noteholders.