Common use of Amendment No. 1 Effective Date Clause in Contracts

Amendment No. 1 Effective Date. This Amendment No. 1 shall become effective as of the first date on which each of the conditions set forth in this Section 7 shall have been satisfied (or waived) (such date, the “Amendment No. 1 Effective Date”): A. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent and (iii) each 2023-1 Incremental Term B Lender; B. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section 7G and H hereof have been satisfied as of the Amendment No. 1 Effective Date; C. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment No. 1 Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment No. 1 (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extensions of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment No. 1 Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (ii)(b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); (i) all fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) all expenses required to be paid in respect of this Amendment No. 1 pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment No. 1 Effective Date; E. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a 2023-1 Incremental Term B Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case, to the extent reasonably requested in writing at least 10 Business Days prior to the Amendment No. 1 Effective Date by the Administrative Agent or such 2023-1 Incremental Term B Lender; F. on the Amendment No. 1 Effective Date, the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit E to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder); G. the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; H. no event has occurred and is continuing or would result from the consummation of the proposed Borrowing contemplated hereby that would constitute a an Event of Default; I. the Administrative Agent shall have received the executed customary legal opinions of (a) White & Case LLP, New York counsel to the Credit Parties and (b) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, P.C., Pennsylvania counsel to the Credit Parties; J. substantially concurrently with the funding of the 2023-1 Incremental Term B Loans and refinancing of the LMBE-MC Facility, the Borrower shall have designated LMBE-MC HoldCo I LLC, a Delaware limited liability company, LMBE-MC HoldCo II LLC, a Delaware limited liability company, MC Project Company LLC, a Delaware limited liability company, and LMBE Project Company LLC, a Delaware limited liability company, as Restricted Subsidiaries. For purposes of determining compliance with the conditions specified in this Section 7, by signing this Amendment No. 1, each 2023-1 Incremental Term B Lender party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with or waived (as applicable), each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such 2023-1 Incremental Term B Lender unless the Borrower and the Administrative Agent shall have received notice from such 2023-1 Incremental Term B Lender prior to the Amendment No. 1 Effective Date specifying its objection thereto.

Amendment No. 1 Effective Date. This Amendment No. 1 shall become effective as of the first date on which each of the conditions set forth in this Section 7 C shall have been satisfied (or waived) (such date, the “Amendment No. 1 Effective Date”): A. 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent and Agent, (iii) each 2023-1 Incremental the Replacement Lender and (iv) the Lenders party to this Amendment, which collectively constitute (A) the Required Term B LenderLenders (determined immediately prior to the Amendment Effective Time and immediately prior to any assignments under Section B above), (B) all the Term B Lenders on the Amendment Effective Time and (C) all of the Revolving Lenders on the Amendment Effective Time; B. 2. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment No. 1 on the Amendment No. 1 Effective Date) all accrued and unpaid interest on the Existing Term B Loans to, but not including, the Amendment No. 1 Effective Date; 3. the Borrower shall have submitted a Notice of Conversion or Continuation with respect to the Initial Term B Loans on the Amendment No. 1 Effective Date in accordance with Section 2.6 of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section 7G C.8 and H C.9 hereof have been satisfied as of the Amendment No. 1 Effective Date; C. 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment No. 1 Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment No. 1 (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extensions of credit contemplated hereunderparty, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment No. 1 Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (ii)(bb), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); (i) all fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) all expenses required to be paid in respect of this Amendment No. 1 pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment No. 1 Effective Date; E. 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a 2023-1 Incremental Term B Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case, to the extent reasonably requested in writing at least 10 ten (10) Business Days prior to the Amendment No. 1 Effective Date by the Administrative Agent or such 2023-1 Incremental Term B Lender; F. on the Amendment No8. 1 Effective Date, the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit E to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder); G. the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects on the applicable date;) and H. 9. no event has occurred and is continuing or would result from the consummation of the proposed Borrowing transactions contemplated hereby that would constitute a an Default or Event of Default; I. the Administrative Agent shall have received the executed customary legal opinions of (a) White & Case LLP, New York counsel to the Credit Parties and (b) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, P.C., Pennsylvania counsel to the Credit Parties; J. substantially concurrently with the funding of the 2023-1 Incremental Term B Loans and refinancing of the LMBE-MC Facility, the Borrower shall have designated LMBE-MC HoldCo I LLC, a Delaware limited liability company, LMBE-MC HoldCo II LLC, a Delaware limited liability company, MC Project Company LLC, a Delaware limited liability company, and LMBE Project Company LLC, a Delaware limited liability company, as Restricted Subsidiaries. For purposes of determining compliance with the conditions specified in this Section 7C, by signing this Amendment No. 1, each 2023-1 Incremental Term B Lender party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with or waived (as applicable), each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such 2023-1 Incremental Term B Lender unless the Borrower and the Administrative Agent shall have received notice from such 2023-1 Incremental Term B Lender prior to the Amendment No. 1 Effective Date specifying its objection thereto.

Amendment No. 1 Effective Date. This Amendment No. 1 shall become effective as of upon the first execution and delivery hereof by each Loan Party, the Administrative Agent and the Lenders; provided that Section 1 hereof shall not become effective until the date on which each of the conditions set forth in this Section 7 shall have been satisfied (or waived) (such date, the “Amendment No. 1 Effective Date”):) when the following additional conditions have also been satisfied: A. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (ia) each Credit Party, (ii) the Administrative Agent and the Collateral Agent and (iii) each 2023-1 Incremental Term B Lender; B. the Administrative Agent shall have received a certificate of a Responsible Officer dated the date hereof, certifying as to the representations and warranties made by each Loan Party contained in Section 2 hereof; (b) the Administrative Agent shall have received a Designated Borrower Agreement and Assumption Agreement executed and delivered from each New Designated Borrower, each dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section 7G and H hereof have been satisfied as of the Amendment No. 1 Effective DateDate and in form and substance reasonably satisfactory to Administrative Agent; C. (c) the Administrative Agent shall have received a certificate of the Credit Parties, a Responsible Officer dated the Amendment No. 1 Effective Date, certifying as to the Organization Documents of each New Designated Borrower (a) which, to the extent filed with a copy Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the Authorizing Body (as defined therein) governing body of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment No. 1 (and any agreements relating hereto) to which it is a party and (ii) in the case of the New Designated Borrower, the extensions good standing, existence or its equivalent of credit contemplated hereunder, (b) true each New Designated Borrower and complete copies of the Organizational Documents incumbency (including specimen signatures) of the Responsible Officers of each Credit Party as New Designated Borrower; (d) the Administrative Agent shall have received both local law and Illinois law opinions of counsel for the New Designated Borrowers, each dated the Amendment No. 1 Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (orDate, in the case of clause (ii)(b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered addressed to the Administrative Agent on and the Closing Date or such later date on which such Organizational Documents were most recently delivered Lenders and in form and substance reasonably acceptable to the Administrative Agent); (ie) all fees in upon the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) all expenses required to be paid in respect of this Amendment No. 1 pursuant to Section 13.5 reasonable request of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower Administrative Agent made at least three (3) Business Days five days prior to the Amendment No. 1 Effective Date; E. , each Loan Party shall have provided to the Administrative Agent shall have received all the documentation and other information so requested in connection with respect to the Credit Parties that is requested by the Administrative Agent or a 2023-1 Incremental Term B Lender and is required by regulatory authorities under applicable “know your customer” and anti-money money-laundering rules and regulations, including the Patriot PATRIOT Act, in each case, to the extent reasonably requested in writing case at least 10 Business Days two days prior to the Amendment No. 1 Effective Date by the Administrative Agent or such 2023-1 Incremental Term B Lender;Date; and F. on (f) at least five days prior to the Amendment No. 1 Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit E to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder); G. the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; H. no event has occurred and is continuing or would result from the consummation of the proposed Borrowing contemplated hereby that would constitute a an Event of Default; I. the Administrative Agent shall have received the executed customary legal opinions of (a) White & Case LLP, New York counsel to the Credit Parties and (b) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, P.C., Pennsylvania counsel to the Credit Parties; J. substantially concurrently with the funding of the 2023-1 Incremental Term B Loans and refinancing of the LMBE-MC Facility, the Borrower shall have designated LMBE-MC HoldCo I LLCAgent, a Delaware limited liability company, LMBE-MC HoldCo II LLC, a Delaware limited liability company, MC Project Company LLC, a Delaware limited liability company, and LMBE Project Company LLC, a Delaware limited liability company, as Restricted Subsidiaries. For purposes of determining compliance with the conditions specified Beneficial Ownership Certification in this Section 7, by signing this Amendment No. 1, each 2023-1 Incremental Term B Lender party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with or waived (as applicable), each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory relation to such 2023-1 Incremental Term B Lender unless the Borrower and the Administrative Agent shall have received notice from such 2023-1 Incremental Term B Lender prior to the Amendment No. 1 Effective Date specifying its objection theretoBorrower.