Common use of Effectiveness of this Third Amendment Clause in Contracts

Effectiveness of this Third Amendment. This Third Amendment shall be effective on the date (the “Effective Date”) on which all of the following conditions are satisfied or waived: (a) (i) Borrower, (ii) the other Credit Parties, (iii) Administrative Agent, and (iv) the Term B-1 Facility Lenders (which, (i) before giving effect to the replacement of the Non-Consenting Lenders pursuant to Section 3, hold at least a majority of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date, and (ii) after giving effect to the replacement of all Non-Consenting Lenders pursuant to Section 3, hold all of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date) shall have delivered their fully executed signature pages hereto (in the case of the Term B-1 Facility Lenders, in the form of a Consent) to Administrative Agent; (b) after receipt by Administrative Agent of fully executed signature pages hereto (in the form of a Consent) from the Term B-1 Facility Lenders described in Section (a)(iv) above, each Non-Consenting Lender shall receive all amounts with respect to its Term B-1 Facility Loans, and all obligations of Borrower with respect to such Term B-1 Facility Loans owing to such Non-Consenting Lender shall be paid in full to such Non-Consenting Lender in accordance with Section 13.04(b)(A) of the Existing Credit Agreement concurrently with the assignment described in Section 3; (c) (i) no Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties contained in Section 4 of this Third Amendment shall be true and correct; (d) on or prior to the Effective Date, Administrative Agent, each existing Term B-1 Facility Lender and the Replacement Lender shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information reasonably requested in writing at least five (5) Business Days prior to the Effective Date by Administrative Agent or the Replacement Lender, as applicable, that Administrative Agent or the Replacement Lender, as applicable, reasonably determine is required by regulatory authorities from the Credit Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act; (e) no later than three (3) Business Days prior to the Effective Date, to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by Administrative Agent or the Replacement Lender at least five (5) Business Days prior to the Effective Date, Administrative Agent, each existing Term B-1 Facility Lender and the Replacement Lender, as applicable, shall have received a Beneficial Ownership Certification in relation to Borrower; and (f) all fees due to the Arrangers on the Effective Date shall have been paid and to the extent invoiced at least two (2) Business Days prior to the Effective Date (unless otherwise agreed by Borrower), and all costs and expenses (including, without limitation, reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) of Administrative Agent and the Arrangers in respect of the transactions contemplated herein, shall have been paid.

Effectiveness of this Third Amendment. This Third Amendment shall be effective on the date (the “Effective Date”) on which all of the following conditions are satisfied or waived: (a) (i) Borrower, (ii) the other Credit Parties, Administrative Agent and each Lender who has consented hereto (iiiconstituting collectively the Required Revolving Lenders and the Required Lenders) Administrative Agent, and (iv) the Term B-1 Facility Lenders (which, (i) before giving effect to the replacement of the Non-Consenting Lenders pursuant to Section 3, hold at least a majority of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date, and (ii) after giving effect to the replacement of all Non-Consenting Lenders pursuant to Section 3, hold all of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date) shall have delivered their fully executed signature pages hereto (in the case of the Term B-1 Facility Lenders, in the form of a Consent) to Administrative Agent; (b) after receipt by Administrative Agent of fully executed signature pages hereto (in the form of a Consent) from the Term B-1 Facility Lenders described in Section (a)(iv) above, each Non-Consenting Lender shall receive all amounts with respect to its Term B-1 Facility Loans, and all obligations of Borrower with respect to such Term B-1 Facility Loans owing to such Non-Consenting Lender shall be paid in full to such Non-Consenting Lender in accordance with Section 13.04(b)(A) of the Existing Credit Agreement concurrently with the assignment described in Section 3; (c) (i) no Default or Event of Default shall have occurred and be continuing and continuing, (ii) each of the representations and warranties contained in Section 4 3 of this Third Amendment shall be true and correctcorrect and (iii) Administrative Agent shall have received an Officer’s Certificate of Borrower, dated the Effective Date, certifying that the conditions set forth in this clause (b) have been satisfied; (dc) on On or prior to the Effective Date, Administrative Agent, Agent and each existing Term B-1 Facility Lender and the Replacement Lender party hereto shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information reasonably requested in writing at least five ten (510) Business Days prior to the Effective Date by Administrative Agent or the Replacement and such Lender, as applicable, that Administrative Agent or the Replacement and such Lender, as applicable, reasonably determine is required by regulatory authorities from the Credit Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act; (ed) no No later than three (3) Business Days prior to the Effective Date, to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by Administrative Agent or the Replacement any Lender at least five ten (510) Business Days prior to the Effective Date, Administrative Agent, Agent and each existing Term B-1 Facility Lender and the Replacement such Lender, as applicable, shall have received a Beneficial Ownership Certification in relation to Borrower; and (fe) all fees due to the Arrangers on the Effective Date shall have been paid and to the extent invoiced at least two (2) Business Days prior to the Effective Date (unless otherwise agreed by Borrower), and all costs and expenses (including, without limitation, reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) of Administrative Agent and the Arrangers in respect of the transactions contemplated herein, shall have been paidpaid to the extent due.

Effectiveness of this Third Amendment. This Third Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “Effective Date”) on which all of the following conditions are satisfied or waivedonly if and when: (a) (i) the Borrower, (ii) the other Credit Loan Parties, (iii) Administrative Agent, and (iv) the Term B-1 Facility Lenders (which, (i) before giving effect to the replacement of the Non-Consenting Lenders pursuant to Section 3, hold at least a majority of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date, and (ii) after giving effect to the replacement of all Non-Consenting Lenders pursuant to Section 3, hold all of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date) shall each Lender who has consented hereto have delivered their fully executed signature pages hereto (in to the case of the Term B-1 Facility Lenders, in the form of a Consent) to Administrative Agent; (b) after receipt by Administrative Agent of fully executed signature pages hereto (in the form of a Consent) from the Term B-1 Facility Lenders described in Section (a)(iv) above, each Non-Consenting Lender shall receive all amounts with respect to its Term B-1 Facility Loans, and all obligations of Borrower with respect to such Term B-1 Facility Loans owing to such Non-Consenting Lender shall be paid in full to such Non-Consenting Lender in accordance with Section 13.04(b)(A) of the Existing Credit Agreement concurrently with the assignment described in Section 3; (c) (i) no Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties contained in Section 4 of this Third Amendment shall be true and correctcorrect in all material respects; (c) after giving effect to this Third Amendment, no event has occurred and is continuing or will result from the execution and delivery of this Third Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default; (d) the Administrative Agent shall have received: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each such Responsible Officer authorized to act on behalf of each Loan Party in connection with this Third Amendment and the other Loan Documents; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or prior formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iii) a favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel to the Effective DateLoan Parties addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent, each existing Term B-1 Facility Lender ; and (iv) a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 5(b) and the Replacement Lender shall 5(c) of this Third Amendment have received at least three (3) Business Days prior to the Effective Date all documentation and other information reasonably requested in writing at least five (5) Business Days prior to the Effective Date by Administrative Agent or the Replacement Lender, as applicable, that Administrative Agent or the Replacement Lender, as applicable, reasonably determine is required by regulatory authorities from the Credit Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Actbeen satisfied; (e) no later than at such time that this Third Amendment becomes effective, all Term B Loans are held by Term B Lenders who have consented to this Third Amendment with respect to their entire respective Term B Loans at such time; (f) unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three (3) Business Days prior to the Effective Date, to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by Administrative Agent or the Replacement Lender at least five (5) Business Days prior to the Effective Date, Administrative Agent, each existing Term B-1 Facility Lender and the Replacement Lender, as applicable, shall have received a Beneficial Ownership Certification in relation to Borrower; and (fg) all fees due the Borrower shall have paid to the Arrangers Administrative Agent, for the account of each Lender holding Term B Loans under the Credit Agreement that has delivered its executed signature page consenting to this Third Amendment prior to 12:00 noon, New York City time, on March 16, 2018, as consideration for the reduction of the Applicable Rate for the Term B Loans, a Term B Loan repricing fee equal to 0.25% of the amount of such Lender’s Term B Loans on the Effective Date shall have been paid (after giving effect to any assignments made pursuant to Section 11.13 of the Credit Agreement). This Third Amendment and the amendments to the extent invoiced at least two Credit Agreement set forth in Section 2 hereof shall be effective on the date (2the “Effective Date”) Business Days prior to the Effective Date (unless otherwise agreed by Borrower), and on which all costs and expenses (including, without limitation, reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) of Administrative Agent and the Arrangers in respect of the transactions contemplated herein, shall have been paidforegoing conditions are satisfied.

Effectiveness of this Third Amendment. This Third Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “Effective Date”) on which all of the following conditions are satisfied or waivedonly if and when: (a) (i) the Borrower, (ii) the other Credit Loan Parties, (iii) Administrative Agent, the L/C Issuers and (iv) the Term B-1 Facility Lenders (which, (i) before giving effect to constituting the replacement of the Non-Consenting Required Lenders pursuant to Section 3, hold at least a majority of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date, and (ii) after giving effect to the replacement of all Non-Consenting Lenders pursuant to Section 3, hold all of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date) shall have delivered their fully executed signature pages hereto (in to the case of the Term B-1 Facility Lenders, in the form of a Consent) to Administrative Administra- tive Agent; (b) after receipt by Administrative Agent of fully executed signature pages hereto (in the form of a Consent) from the Term B-1 Facility Lenders described in Section (a)(iv) above, each Non-Consenting Lender shall receive all amounts with respect to its Term B-1 Facility Loans, and all obligations of Borrower with respect to such Term B-1 Facility Loans owing to such Non-Consenting Lender shall be paid in full to such Non-Consenting Lender in accordance with Section 13.04(b)(A) of the Existing Credit Agreement concurrently with the assignment described in Section 3; (c) (i) no Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties contained in Section 4 3 of this Third Amendment shall be true and correctcorrect in all material respects; (c) after giving effect to this Third Amendment, no event has occurred and is contin- uing or will result from the execution and delivery of this Third Amendment or the performance by the Borrower and the other Loan Parties of their obligations hereunder that would constitute a Default or an Event of Default; (d) on or prior to the Effective Date, Administrative Agent, each existing Term B-1 Facility Lender Agent shall have received a certificate signed by a Responsible Officer certifying that the conditions specified in Sections 4(b) and 4(c) of this Third Amendment have been satisfied; (e) the Replacement Lender Lenders shall have received at least three (3) Business Days prior to the Third Amendment Effective Date all outstanding documentation and other information about the Loan Parties reasonably requested in writing by them at least five ten (510) Business Days prior to the Third Amendment Effective Date by Administrative Agent or the Replacement Lender, as applicable, that Administrative Agent or the Replacement Lender, as applicable, reasonably determine is required by regulatory authorities from the Credit Parties under in order to comply with applicable “know your customer” and anti-anti- money laundering rules and regulations, including without limitation the Act; (e) no later than three (3) Business Days prior to USA PATRIOT Act and, if the Effective Date, to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to Regulation, the extent requested by Administrative Agent or the Replacement Lender at least five (5) Business Days prior to the Effective Date, Administrative Agent, each existing Term B-1 Facility Lender and the Replacement Lender, as applicable, shall have received a Beneficial Ownership Certification in relation to Borrower; andRegulation; (f) the Borrower shall have paid all fees due Attorney Costs of counsel to the Arrangers on Administrative Agent (directly to such counsel if requested by the Effective Date shall have been paid and Administrative Agent) to the extent invoiced at least two (2) three Business Days prior to the Third Amendment Effective Date Date; (unless otherwise agreed by Borrower), and g) the Borrower shall have paid all costs and expenses (including, without limitation, reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) of owed to the Administrative Agent and the Arrangers Third Amendment Arranger (as defined below) due and owing through and including the Third Amendment Effective Date to the Administrative Agent and the Third Amendment Ar- ranger to the extent invoiced at least 3 Business Days prior to the Third Amendment Effective Date; and (h) the Borrower shall have paid to the Administrative Agent, for the account of each Lender (including Bank of America, N.A.) under the Credit Agreement as amended by the Third Amendment, a consent fee equal to the product of 0.05% times the aggregate principal amount of such Lender’s existing “Revolving Commitments” under the Credit Agreement solely to the extent that such Lender has provided an executed signature to this Third Amendment on or prior to August 13, 2021. All fees described in respect this clause (h) shall be payable in full upon the Third Amendment Effective Date (and will only be due if such date occurs). This Third Amendment and the amendments to the Credit Agreement set forth in Section 2 hereof shall be effective on the date (the “Third Amendment Effective Date”) on which all of the transactions contemplated herein, shall have been paidforegoing conditions are satisfied.