Common use of Amendment Effectiveness Clause in Contracts

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: (i) an original counterpart of this Amendment, duly executed by the Borrower, the Administrative Agent, the Collateral Agent (solely with respect to effectiveness of Section 2), each Restricted Person and the Majority Lenders; and (ii) a certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 7 of this Amendment shall be true and correct; and (b) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) day prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Amendment Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Amendment Effective Date”.

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: (i) an original counterpart of this Amendment, duly executed by the Borrower, the Administrative Agent, the Collateral Agent (solely with respect to effectiveness of Section 2), each Restricted Person and the Majority Lenders; and (ii) a certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 7 6 of this Amendment shall be true and correct; and (b) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) day prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Amendment Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Amendment Effective Date”.

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: (i) an original counterpart of this Amendment, duly executed by the Borrower, the Administrative Agent, the Collateral Agent (solely with respect to effectiveness of Section 2), each Restricted Person and the Majority Lenders; and (ii) a certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 7 6 of this Amendment shall be true and correct; and. (b) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) day prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Amendment Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent); (c) the Borrower shall be contemporaneously consummating the transactions contemplated by the Exchange Agreement; and (d) the Borrower shall, contemporaneously with the consummation of the transactions contemplated by the Exchange Agreement, have pledged the Class H Units as Collateral in accordance with the Loan Documents. The date on which such conditions have been satisfied (or waived) is referred to herein as the “Amendment Effective Date”.

Amendment Effectiveness. The effectiveness of this Amendment is shall be subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: (i) an original received from each of the Borrowers and the Lenders constituting Required Lenders and each of the New Term Loan Lenders, a duly executed and delivered counterpart of this Amendment, duly executed by the Borrower, the Administrative Agent, the Collateral Agent (solely with respect to effectiveness Amendment signed on behalf of Section 2), each Restricted Person and the Majority Lenders; and (ii) a certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 7 of this Amendment shall be true and correct; andsuch party; (b) the Borrower Administrative Agent shall have paid received the executed legal opinion letter of DLA Piper LLP (US), as counsel to the Parent Borrower, with respect to this Amendment executed by the Parent Borrower; and (c) the Administrative Agent shall have received for its account or the account of each Agent entitled thereto (if applicable) all fees in connection with this Amendment agreed to prior to the Amendment Effective Date and all amounts due and payable to the Administrative Agent on or prior to the Amendment Effective Date pursuant to the Credit Documents, including to the extent invoiced prior to the date hereof, reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1counsel) day prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or required to be incurred reimbursed or paid by it through the Amendment Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)Borrowers hereunder or under any other Credit Document with respect to this Amendment. The date on which such conditions have been satisfied (or waivedwaived by the Administrative Agent) is referred to herein as the “Amendment Effective Date”.

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: (i) an original counterpart of this Amendment, duly executed by the Borrower, the Administrative Agent, the Collateral Agent (solely with respect to effectiveness of Section 2), each Restricted Person and the Majority Lenders; and (ii) a certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 7 5 of this Amendment shall be true and correct; and (b) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) day prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Amendment Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Amendment Effective Date”.

Amendment Effectiveness. The effectiveness of this This Amendment is subject to shall become effective upon the satisfaction or waiver of the following conditions precedent:(the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received: received either (ix) an original counterpart counterparts of this Amendment signed on behalf of all parties to this Amendment or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment, duly executed . (b) The Administrative Agent and the Lenders shall have received all expenses required to be paid by the Borrower for which invoices have been presented prior to the Effective Date (except as otherwise agreed by the Borrower, the Administrative Agent, the Collateral Agent (solely with respect to effectiveness of Section 2), each Restricted Person and the Majority Lenders; and. (iic) a certificate signed by a Responsible Officer of the Borrower certifying that the Immediately before and after giving effect to this Amendment, no Default shall have occurred and is continuing. (d) The representations and warranties of the Borrower set forth in Section 7 of this Amendment 5 shall be true and correctcorrect in all material respects on and as of the Amendment No. 2 Effective Date; and (b) the Borrower shall have paid all feesprovided that, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) day prior that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of the Amendment No. 2 Effective DateDate or on such earlier date, plus such additional amounts as the case may be. (e) The Administrative Agent shall have received a certificate of such fees, charges and disbursements the Borrower dated as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Amendment No. 2 Effective Date confirming compliance with the conditions set forth in paragraphs (provided that such estimate shall not thereafter preclude a final settling c) and (d) of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Amendment Effective Date”this Section 4.

Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: (i) an original counterpart of this Amendment, duly executed by the Borrower, the Administrative Agent, the Collateral Agent (solely with respect to effectiveness of Section 2), each Restricted Person and the Majority Lenders; and; (ii) a certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 7 5 of this Amendment shall be true and correct; and (iii) payment by the Borrower, for the account of each Lender that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York time on August 1, 2012, of an amendment fee in an amount equal to 0.15% of the principal amount of the Loans of such Lender then outstanding; and (b) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) day prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Amendment Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Amendment Effective Date”.