Non-Restructuring Amendments Effectiveness Clause Samples

Non-Restructuring Amendments Effectiveness. This Amendment (other than the Restructuring Amendments) shall become effective on the date when the following conditions are met (the “Amendment No. 1 Effective Date”): (a) the Administrative Agent and Lead Arranger shall have received (i) a counterpart signature page of this Amendment duly executed by each of the Loan Parties, the Administrative Agent, the Required Lenders (after giving effect to the modifications in Section 2 hereof) and the New Term Lenders and (ii) a Lender Addendum or a counterpart to this Amendment, as applicable, executed and delivered by each Continuing Lender; (b) the conditions set forth in Sections 2.15 and 4.02 of the Credit Agreement shall be satisfied and the representations and warranties set forth in Section 7 shall be true and correct on and as of the Amendment No. 1 Effective Date, and the Lead Arranger and the Agent shall have received a certificate (in form and substance reasonably acceptable to the Lead Arranger and the Agent), dated as of the Amendment No. 1 Effective Date and signed by a Responsible Officer of the Borrowers, to such effect; (c) the Lead Arranger and the Agent shall have received the favorable legal opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ LLP, counsel to the Loan Parties; (d) the Agent and the Lead Arranger shall have received such documents and certificates as the Agent, Lead Arranger or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Loan Documents, all in form and substance reasonably satisfactory to the Agent, Lead Arranger and its counsel; (e) all accrued and unpaid interest on the Term Loans to but excluding the Amendment No. 1 Effective Date shall have been paid in full by Borrowers; (f) The Borrowers shall have paid all fees and amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between the Borrowers and the Lead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agree...