Common use of Conditions on Effectiveness Clause in Contracts

Conditions on Effectiveness. This Amendment shall become effective as of the First Amendment Effective Date when, and only when, each of the following conditions has been met or duly waived by each of the Administrative Agents, the Collateral Agent and the applicable Lenders in writing: (a) the Administrative Agents shall have received: (i) from the Company, each Guarantor and each Lender, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Pro Rata Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment; (ii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of the Company and each Guarantor, dated the First Amendment Effective Date, (A) either (x) certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Amendment and any other documents to be delivered by the Company or such Guarantor hereunder or (y) certifying that there has been no change to the officers of the Company and such Guarantor, as the case may be, authorized to sign Loan Documents and any other documents to be delivered by the Company or such Guarantor since the incumbency certificate delivered on the Closing Date, (B) either (x) attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement or (y) certifying that there has been no change to such Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement since last delivered on the Closing Date, (C) attaching and certifying the correctness and completeness of copies of the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving the execution, delivery and performance of this Amendment, and (D) attaching a good standing certificate of the Company and each Guarantor from the state of its organization, each dated a recent date prior to the First Amendment Effective Date; (iii) customary legal opinions of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (ii) ▇▇▇▇▇▇▇▇ and Wedge, special Nevada counsel to the Loan Parties and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Virginia counsel to the Loan Parties, in each case, dated the First Amendment Effective Date and consistent with the opinions provided on the Closing Date or the Merger Date, as applicable; (iv) a certificate from an authorized financial officer of the Company in the form of Exhibit H to the Credit Agreement certifying as to the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the First Amendment Tranche A2 Funding; (v) a Notice of Borrowing in accordance with Section 2.02 of the Credit Agreement with respect to the First Amendment Tranche A2 Funding; and (vi) the payment of all fees and expenses payable to the Administrative Agents and the Lead Arrangers in connection with the execution and delivery of this Amendment, including, without limitation, to the extent invoiced at least two Business Days prior to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agents) required to be reimbursed or paid by the Company under this Amendment; and (b) the Administrative Agents and the Lenders shall have received all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the First Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions on Effectiveness. This Amendment shall become effective as of the First Amendment Effective Date date hereof when, and only when, each of the following conditions has been met or duly waived by each of the Administrative Agents, the Collateral Agent and the applicable Lenders in writing: (a) Receipt by the Administrative Agents shall have received: (i) from the Company, each Guarantor and each Lender, either (A) a counterpart Agent of counterparts of this Amendment signed on behalf of such party or (B) written evidence satisfactory to duly executed by the Pro Rata Borrower, each Guarantor, each Incremental Term Lender, each Incremental Revolving Lender, each Incremental DDTL Lender, each other Lender and the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this AmendmentAgent; (iib) a certificate of the Secretary or an Assistant Secretary or other authorized officer of the Company Before and each Guarantor, dated the First Amendment Effective Date, (A) either (x) certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Amendment and any other documents to be delivered by the Company or such Guarantor hereunder or (y) certifying that there has been no change to the officers of the Company and such Guarantor, as the case may be, authorized to sign Loan Documents and any other documents to be delivered by the Company or such Guarantor since the incumbency certificate delivered on the Closing Date, (B) either (x) attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement or (y) certifying that there has been no change to such Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement since last delivered on the Closing Date, (C) attaching and certifying the correctness and completeness of copies of the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving the execution, delivery and performance of this Amendment, and (D) attaching a good standing certificate of the Company and each Guarantor from the state of its organization, each dated a recent date prior to the First Amendment Effective Date; (iii) customary legal opinions of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (ii) ▇▇▇▇▇▇▇▇ and Wedge, special Nevada counsel to the Loan Parties and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Virginia counsel to the Loan Parties, in each case, dated the First Amendment Effective Date and consistent with the opinions provided on the Closing Date or the Merger Date, as applicable; (iv) a certificate from an authorized financial officer of the Company in the form of Exhibit H to the Credit Agreement certifying as to the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the First Amendment Tranche A2 Funding; Incremental Term Loan, the First Amendment Incremental Revolving Commitment, the First Amendment DDTL Commitment and the consummation of the Viking Acquisition, (vi) a Notice all conditions to Borrowing required pursuant to Section 3.2 of Borrowing the Credit Agreement, as applicable, are satisfied and (ii) Holdings and its Restricted Subsidiaries are in compliance with the Financial Covenants, calculated in accordance with Section 2.02 2.23(a)(iv) of the Credit Agreement Agreement, in each case, after giving effect to this Amendment; (c) Receipt by the Administrative Agent of legal opinions and authorizing resolutions, in each case, with respect to the First Amendment Tranche A2 FundingIncremental Term Loan, the First Amendment Incremental Revolving Commitment and the First Amendment DDTL Commitment and consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law or change in fact or otherwise approved by the Administrative Agent; (d) Receipt by the Administrative Agent of a certificate executed by a Responsible Officer of the Borrower certifying that each of the conditions in Section 2.23(a) of the Credit Agreement (other than the condition in Section 2.23(a)(i)) has been satisfied; (e) To the extent requested by any Incremental Term Lender, Incremental Revolving Lender or Incremental DDTL Lender, receipt by the Administrative Agent of an executed promissory note evidencing such Lender’s First Amendment Incremental Term Loan, First Amendment Incremental Revolving Commitment or First Amendment DDTL Commitment, as applicable, issued by the Borrowers in accordance with Section 2.10 of the Credit Agreement; (f) The Viking Acquisition shall (i) be consummated substantially concurrently with the closing and funding of the First Amendment Incremental Term Loan in accordance with the Viking Acquisition Agreement, without alteration, amendment or other change, supplement or modification of the Viking Acquisition Agreement except for waivers of conditions that are not materially adverse to the Lenders or as otherwise approved in writing by the Administrative Agent and (ii) have satisfied all of the requirements contained in the definition of “Permitted Acquisition” (as defined in the Credit Agreement prior to giving effect to this Amendment); and (vig) the payment of The Borrower shall have paid all fees reasonable and documented out-of-pocket costs and expenses and fees due and payable to the Administrative Agents and the Lead Arrangers in connection with the execution and delivery of this Amendment, including, without limitation, to the extent invoiced at least two Business Days on or prior to the First Amendment Effective Date, reimbursement Date under the Credit Agreement or payment any engagement letter in respect of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agents) required to be reimbursed or paid by the Company under this Amendment; and (b) the Administrative Agents and the Lenders shall have received all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance arrangement of the First Amendment Effective DateIncremental Term Loan, which documentation the First Amendment Incremental Revolving Commitment, the First Amendment DDTL Commitment and this Amendment. For the purpose of determining satisfaction of the conditions specified in this Section 8, each Lender (including each Incremental Term Lender, each Incremental Revolving Lender and each Incremental DDTL Lender) that has signed and delivered this Amendment shall be deemed to have accepted, and to be satisfied with, each document or other information is matter required by regulatory authorities under hereunder to be acceptable or satisfactory to such Lender. The funding of the First Amendment Incremental Term Loan, the establishment of the First Amendment Incremental Revolving Commitment and the establishment of the First Amendment DDTL Commitment shall be conclusive evidence that all conditions specified in this Section 8 were satisfied or waived. Upon this Amendment becoming effective, the Commitments of each applicable “know your customer” Lender will be adjusted to give effect to the First Amendment Incremental Term Loans, the First Amendment Incremental Revolving Commitments and anti-money laundering rules the First Amendment DDTL Commitments and regulations, including Schedule I to the USA PATRIOT ActCredit Agreement shall automatically be deemed amended accordingly.

Conditions on Effectiveness. This Amendment shall become effective as of the First Amendment Effective Date date hereof when, and only when, each of the following conditions has been met or duly waived by each of the Administrative AgentsRequired Lenders, the Collateral Agent and the applicable Lenders in writing: (a) Receipt by the Administrative Agents shall have received:Agent of counterparts of this Amendment duly executed by the Borrower, each Guarantor, each Incremental Lender, Required Lenders and the Administrative Agent; (b) Before and after giving effect to the Second Amendment Incremental Commitment and the consummation of the Payix Acquisition, (i) from all conditions to Borrowing required pursuant to Section 3.2 of the CompanyCredit Agreement, as applicable, are satisfied and (ii) Parent and its Restricted Subsidiaries are in compliance with the Financial Covenants, calculated in accordance with Section 2.23(a)(iv) of the Credit Agreement, in each Guarantor and each Lendercase, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory after giving effect to the Pro Rata Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment; (iic) a certificate of the Secretary or an Assistant Secretary or other authorized officer of the Company and each Guarantor, dated the First Amendment Effective Date, (A) either (x) certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Amendment and any other documents to be delivered Receipt by the Company or such Guarantor hereunder or (y) certifying that there has been no change to the officers Administrative Agent of the Company and such Guarantor, as the case may be, authorized to sign Loan Documents and any other documents to be delivered by the Company or such Guarantor since the incumbency certificate delivered on the Closing Date, (B) either (x) attaching and certifying the correctness and completeness a legal opinion of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement or (y) certifying that there has been no change to such Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement since last delivered on the Closing Date, (C) attaching and certifying the correctness and completeness of copies of the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving the execution, delivery and performance of this Amendment, and (D) attaching a good standing certificate of the Company and each Guarantor from the state of its organization, each dated a recent date prior to the First Amendment Effective Date; (iii) customary legal opinions of (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇and ▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (ii) ▇▇▇▇▇▇▇▇ and Wedge, special Nevada counsel to the Loan Parties and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Virginia counsel to the Loan Partiesauthorizing resolutions, in each case, dated with respect to the First Second Amendment Effective Date Incremental Commitment and consistent with the opinions provided those delivered on the Closing Date or the Merger Date, as applicableother than changes to such legal opinion resulting from a change in law or change in fact or otherwise approved by the Administrative Agent; (ivd) Receipt by the Administrative Agent of a certificate from an authorized financial officer executed by a Responsible Officer of the Company Borrower certifying that each of the conditions in the form Section 2.23(a) of Exhibit H to the Credit Agreement certifying as has been satisfied; (e) To the extent requested by any Incremental Lender, receipt by the Administrative Agent of an executed promissory note evidencing such Lender’s Second Amendment Incremental Commitment, issued by the Borrowers in accordance with Section 2.10 of the Credit Agreement; (f) The Payix Acquisition shall (i) be consummated substantially concurrently with the closing of this Amendment in accordance with the Payix Merger Agreement, without alteration, amendment or other change, supplement or modification of the Payix Merger Agreement except for waivers of conditions that are not materially adverse to the solvency Lenders or as otherwise approved in writing by the Administrative Agent and (ii) have satisfied all of the Company and its Subsidiaries on a consolidated basis requirements contained in the definition of “Permitted Acquisition” (as defined in the Credit Agreement after giving effect to the First Amendment Tranche A2 Funding; (v) a Notice amendments provided for in Section 2 of Borrowing in accordance with Section 2.02 of the Credit Agreement with respect to the First Amendment Tranche A2 Fundingthis Amendment); and (vig) the payment of The Borrower shall have paid all fees reasonable and documented out-of-pocket costs and expenses payable to the Administrative Agents and the Lead Arrangers in connection with the execution and delivery of this Amendment, including, without limitation, (to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date, reimbursement date hereof) and fees due and payable on or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel prior to the Administrative Agents) required date hereof under the Credit Agreement or any engagement letter in respect of the arrangement of the Second Amendment Incremental Commitment and this Amendment. For the purpose of determining satisfaction of the conditions specified in this Section 5, each Lender that has signed and delivered this Amendment shall be deemed to have accepted, and to be reimbursed satisfied with, each document or paid by other matter required hereunder to be acceptable or satisfactory to such Lender. The establishment of the Company under Second Amendment Incremental Commitment shall be conclusive evidence that all conditions specified in this Amendment; and (b) Section 5 were satisfied or waived. Upon this Amendment becoming effective, the Administrative Agents and the Lenders shall have received all documentation and other information reasonably requested with respect Commitments of each applicable Lender will be adjusted to give effect to the Company Second Amendment Incremental Commitments and any Guarantor in writing by any Lender at least ten Business Days in advance of Schedule I to the First Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActCredit Agreement shall automatically be deemed amended accordingly.