Common use of Effectiveness of this Amendment Agreement Clause in Contracts

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 6 Effective Date”): (a) the Administrative Agent shall have received in .pdf or electronic format (followed promptly by originals to the extent requested by the Administrative Agent) and, unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, and each other Consenting Lender collectively constituting the Required Lenders; and (ii) a certificate of a Responsible Officer certifying as to the matters set forth in Section 2 hereof; (b) the Administrative Agent shall have received for the ratable benefit of each Consenting Lender an amendment fee in an amount equal to 0.125% of (i) the aggregate principal amount of the outstanding Term A-1 Loans of such Consenting Lender as of the Amendment No. 6 Effective Date and (ii) the aggregate amount of the Revolving Credit Commitments of such Consenting Lender as of the Amendment No. 6 Effective Date; and (c) All other fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 6 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of June 17, 2020, between Citigroup Global Markets Inc. as lead arranger, and the Company, in each case on the Amendment No. 6 Effective Date, shall have been paid.

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction or waiver in writing of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfiedsatisfied or waived in writing, the “Amendment No. 6 14 Effective Date”): (a) the Administrative Agent shall have received in .pdf or electronic format (followed promptly by originals to the extent requested by the Administrative Agent) and, unless otherwise specified, properly executed by a Responsible Officer or authorized signatory of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof of (x) this Amendment Agreement that, when taken together, bear the signatures of the Loan PartiesCompany, each 2024 Extending Revolving Credit Lender, each Issuing Lender and the Administrative AgentSwingline Lender (collectively constituting all of the requisite lenders under Section 10.01 of the Existing Credit Agreement, as applicable) and (y) a Consent and Reaffirmation that, when taken together, bear the Collateral Agent, signatures of the Company and each other Consenting Lender collectively constituting the Required Lenders; andLoan Party; (ii) a Standby Borrowing Request with respect to the 2024 Extended Revolving Credit Loans prior to 11:00 a.m., New York City time, three Business Days prior to the anticipated Amendment No. 14 Effective Date (which shall be a Business Day); (iii) a certificate of the Company, dated as of the Amendment No. 14 Effective Date, demonstrating in reasonable detail that after giving effect to the incurrence of the 2024 Incremental Extended Revolving Credit Commitments AMERICAS/2024298233.16 (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in compliance with the Financial Covenants (as defined in the Existing Credit Agreement) recomputed as of the end of the most recently ended Test Period; (iv) a notice of partial prepayment and permanent reduction in accordance with, and within the time period set forth in, Section 2.11(a) and 2.10(b) of the Existing Credit Agreement with respect to the Initial Revolving Credit Loans to be repaid and reduced on the Amendment No. 14 Effective Date substantially concurrently with the funding of the 2024 Incremental Extended Revolving Credit Loans; (v) certificates of good standing from the secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers in respect of each Loan Party certifying true and complete copies of its organizational documents (or as to the absence of any amendments or modifications thereto since a prior certification date) and evidencing the identity, authority and capacity of each Responsible Officer in respect thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 14 Effective Date; (vi) customary legal opinions from (x) Xxxxx, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate of the Company, dated as of the Amendment No. 14 Effective Date, signed by a Responsible Officer, certifying as to the matters set forth in Section 2 Sections 8(c) and (d) hereof; (b) the Administrative Agent shall have received for the ratable benefit of each Consenting Lender an amendment fee in an amount equal to 0.125% of (i) all of the aggregate fees (A) set forth in that certain engagement agreement, dated as of July 15, 2024, between the Company and BofA Securities, Inc., and (B) as may have been agreed between the Company and any 2024 Extending Revolving Credit Lender in writing, shall have been paid in accordance with the terms thereof, (ii) (x) all accrued but unpaid interest on, and fees payable in respect of, the Initial Revolving Credit Loans and all fees payable in respect of Revolving Credit Commitments in effect prior to the Amendment No. 14 Effective Date that are subject to the Reduction, in each case, shall have been paid by the Company and (y) the outstanding principal amount of the outstanding Term A-1 Initial Revolving Credit Loans of such Consenting Lender the Initial Revolving Credit Lenders that are subject to the Reduction shall have been paid by the Company, and (iii) to the extent invoiced at least three Business Days prior to the Amendment No. 14 Effective Date, all other accrued fees AMERICAS/2024298233.16 and reasonable and documented fees and out-of-pocket expenses payable to the Lead Arranger and the Agents on the Amendment No. 14 Effective Date shall have been paid in accordance with the separate arrangements among the Lead Arranger, the Agents and the Company; (c) each of the representations and warranties in each of the Loan Documents is true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Amendment No. 6 14 Effective Date after giving effect hereto and to any extension of credit requested to be made hereunder and under the Amended Credit Agreement on the Amendment No. 14 Effective Date (ii) except to the aggregate amount extent such representations and warranties are specifically made as of the Revolving Credit Commitments an earlier date, in which case such representations and warranties were true and correct in all material respects as of such Consenting Lender date); (d) no Default or Event of Default has occurred and is continuing on and as of the Amendment No. 6 14 Effective Date after giving effect hereto and to any extension of credit requested to be made hereunder and under the Amended Credit Agreement on the Amendment No. 14 Effective Date; and (ce) All other fees the Administrative Agent and expenses (in the case of expenses, to the extent invoiced Lead Arranger shall have received at least three (3) Business Days prior to the Amendment No. 6 14 Effective Date (except as otherwise reasonably agreed by all documentation and other information in respect of the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of June 17, 2020, between Citigroup Global Markets Inc. as lead arranger, Borrowers and the Companyother Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in each case on writing by it at least ten (10) Business Days prior to the Amendment No. 6 14 Effective Date, shall have been paid).

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction or waiver in writing of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfiedsatisfied or waived in writing, the “Amendment No. 6 7 Effective Date”): (a) the Administrative Agent shall have received in .pdf or electronic format (followed promptly by originals to the extent requested by the Administrative Agent) and, and unless otherwise specified, properly executed by a Responsible Officer or authorized signatory of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, each Extending Revolving Credit Lender, each Term B-3 Lender, each Issuing Lender and each other Consenting Lender (collectively constituting all of the Required Lendersrequisite consenting lenders under Section 10.01 of the Existing Credit Agreement, as applicable); (ii) a Term Loan Borrowing Request prior to 12:00 p.m., New York City time, not less than three Business Days prior to the anticipated Amendment No. 7 Effective Date (which shall be a Business Day); (iii) certificates of good standing from the secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers in respect of each Loan Party certifying true and complete copies of its organizational documents (or as to the absence of any amendments or modifications thereto since a prior certification date) and evidencing the identity, authority and capacity of each Responsible Officer in respect thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 7 Effective Date; (iv) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (iiv) a certificate of a Responsible Officer certifying as to the matters set forth in Section 2 3 hereof; (b) the Administrative Agent shall have received for a prepayment notice in accordance with, and within the ratable benefit of each Consenting Lender an amendment fee in an amount equal to 0.125% of (itime period set forth in, Section 2.11(a) the aggregate principal amount of the outstanding Existing Credit Agreement with respect to the Term A-1 Loans of such Consenting Lender as of and the Term B-2 Loans, respectively, to be repaid on the Amendment No. 6 7 Effective Date and substantially concurrently with the funding of the Term B-3 Loans, all of the principal and accrued interest and fees on the Term A-1 Loans and the Term B-2 Loans shall have been paid in full; (iic) the aggregate amount of Borrower shall have paid such fees to the Extending Revolving Credit Commitments of Lenders as have been previously disclosed to such Consenting Lender as of the Amendment No. 6 Effective DateLenders in writing; and (cd) All other all fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 6 7 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement Agreement, under the Engagement Letter, dated as of February 24, 2021 (as supplemented by the Joinder Letter to Engagement Letter, dated as of March 5, 2021, between the Company and Deutsche Bank Securities Inc.), among Xxxxxxx Sachs Bank USA, Citigroup Global Markets Inc. on behalf of Citi (as defined in such Engagement Letter), BMO Capital Markets Corp., BOFA Securities, Inc., HSBC Securities (USA) Inc., RBC Capital Markets/Royal Bank of Canada, PNC Capital Markets LLC, Fifth Third Bank, National Association, U.S. Bank National Association, KeyBanc Capital Markets, ING Bank N.V., Dublin Branch, Huntington Securities, Inc., Truist Securities, Inc., BNP Paribas Securities Corp., Arab Banking Corporation and the Company (and any fee letter referenced in such Engagement Letter), and under the Engagement Letter, dated as of June 17February 22, 20202021, between among Citigroup Global Markets Inc. on behalf of Citi (as lead arranger, defined in such Engagement Letter) and the Company, in each case on the Amendment No. 6 7 Effective Date, Date shall have been paid, or shall be paid substantially concurrently with the borrowing of the Term B-3 Loans.

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 6 12 Effective Date”): (a) the Administrative Agent shall have received in .pdf or electronic format (followed promptly by originals to the extent requested by the Administrative Agent) and, unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, and each other Consenting Lender collectively constituting the Required Majority Revolving Credit Facility Lenders; and (ii) a certificate of a Responsible Officer certifying as to the matters set forth in Section 2 hereof;; and (b) the Administrative Agent shall have received for the ratable benefit of each Consenting Lender an amendment fee in an amount equal to 0.1250.10% of (i) the aggregate principal amount of the outstanding Term A-1 Loans of such Consenting Lender as of the Amendment No. 6 Effective Date and (ii) the aggregate amount of the Revolving Credit Commitments of such Consenting Lender as of the Amendment No. 6 12 Effective Date; and (c) All other fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 6 12 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of June 17, 2020, between Citigroup Global Markets Inc. as lead arranger, and the Company, in each case on the Amendment No. 6 12 Effective Date, shall have been paid.

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of on the first date hereof, subject to the satisfaction on which each of the following conditions precedent on shall have been satisfied (such date (the date on which all of such conditions shall first be satisfieddate, the “Amendment No. 6 Effective Agreement Effectiveness Date”): (a) the Administrative The Agent shall have received in .pdf or electronic format (followed promptly by originals to the extent requested by the Administrative Agent) and, unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of each Loan Party, each Lender and the Loan Parties, the Administrative Agent, the Collateral Agent, and each other Consenting Lender collectively constituting the Required Lenders; and. (iib) a certificate No trustee under Chapter 7 or Chapter 11 of a Responsible Officer certifying as to the matters Bankruptcy Code or examiner with enlarged powers beyond those set forth in Section 2 hereof;1106(a)(3) and (4) of the Bankruptcy Code, other than the Fee Examiner (as defined in the Amended Agreement), shall have been appointed in any of the Cases. (bc) the Administrative Agent The Borrower shall have received for the ratable benefit of each Consenting Lender an amendment fee in an amount equal to 0.125% of paid (i) the aggregate principal amount all fees of the outstanding Term A-1 Loans of such Consenting Lender as of Agent, the Arranger and the Lenders accrued and payable on or prior to the Amendment No. 6 Effective Date Agreement Effectiveness Date, and (ii) the aggregate amount of the Revolving Credit Commitments of such Consenting Lender as of the Amendment No. 6 Effective Date; and (c) All other fees and expenses (in the case of expenses, to the extent invoiced at least three (3) two Business Days prior to the Amendment No. 6 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of June 17, 2020, between Citigroup Global Markets Inc. as lead arranger, and the Company, in each case on the Amendment No. 6 Effective Effectiveness Date, all expenses of the Agent (including the accrued fees and expenses of counsel to the Agent). (d) The New DIP Order shall have been paidentered by the Bankruptcy Court and shall be in full force and effect, and neither the Final Order nor the New DIP Order shall have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended after the date of entry in any respect (other than, in the case of the Final Order, as provided for in the New DIP Order) without the consent of the Agent and the Required Lenders.

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 6 1 Effective Date”): (a) the Administrative Agent shall have received in .pdf or electronic format (followed promptly by originals to the extent requested by the Administrative Agentoriginals) and, and unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, each Incremental Term B-1 Lender and each other Consenting Lender collectively constituting (which constitute all of the Required Lendersrequisite lenders under Section 10.01 of the Existing Credit Agreement); (ii) a Term Loan Borrowing Request prior to 12:00 p.m., New York City time, one Business Days prior to the anticipated Amendment No. 1 Effective Date (which shall be a Business Day); (iii) certificates of good standing from the secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 1 Effective Date; (iv) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (iiv) a certificate of a Responsible Officer certifying as to that the matters set forth conditions in Section 2 hereofSections 2.24 and 5.03 of the Existing Credit Agreement have been satisfied; (b) all accrued interest, fees and other amounts owing (whether or not then due) in respect of the Initial Term Loans shall have been paid in full by the Company; (c) the Administrative Agent shall have received for the ratable benefit of each Consenting Incremental Term B-1 Lender an amendment fee the fees (or original issue discount) set forth in an amount equal to 0.125% of (iSection 2.09(b) the aggregate principal amount of the outstanding Term A-1 Loans of such Consenting Lender as of the Amendment No. 6 Effective Date and (ii) the aggregate amount of the Revolving Amended Credit Commitments of such Consenting Lender as of the Amendment No. 6 Effective DateAgreement; and (cd) All other all fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 6 1 Effective Date (except as otherwise reasonably agreed by the CompanyBorrowers)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of June 17November 27, 20202017, between among Xxxxxxx Sachs Bank USA, Citigroup Global Markets Inc. as lead arrangerInc., HSBC Securities (USA) Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Royal Bank of Canada, RBC Capital Markets, U.S. Bank National Association, KeyBanc Capital Markets, PNC Capital Markets LLC, Fifth Third Bank, ING Bank N.V., Dublin Branch and the Company, Company (and any fee letter referenced in each case such Engagement Letter) on the Amendment No. 6 1 Effective Date, Date shall have been paid, or shall be paid substantially concurrently with the borrowing of the Incremental Term B-1 Loans.