Common use of First Amendment Effective Date Clause in Contracts

First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent): (a) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by VPI and each Loan Party, the Administrative Agent and each New Term Lender; (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the First Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6; (c) to the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Term Lenders on the First Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for VPI and the other Loan Parties, (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for VPI and the other Loan Parties and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in its capacity as special Canada counsel for VPI and the other Loan Parties; (d) to the extent requested by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all documentation and other information, at least two Business Days prior to the First Amendment Effective Date, 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 so requested no less than ten Business Days prior to the First Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) VPI to the Administrative Agent (including pursuant to Section 10.03 of the Credit Agreement and pursuant to Section 8 hereof) or any arranger pursuant to any engagement letter with VPI on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date); (g) the Administrative Agent shall have received a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement; (h) no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xii) of the Credit Agreement; and (i) the Administrative Agent shall have received a customary officer’s certificate of the Borrower. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the Administrative Agent and each New Term Lender that has executed this Agreement shall be deemed to have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunder.

First Amendment Effective Date. This Amendment The obligations of the Lenders to make Term A Loans shall not become effective as of until the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been is satisfied (or waived by the Administrative Agentin accordance with Section 9.02): (a) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by VPI and each Loan Party, the Administrative Agent and each New Term Lender; (b) the The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of the First Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the First Amendment and (ii) duly executed copies of the Loan Guaranty, the Security Agreement and such other Loan Documents required by the Administrative Agent and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by the First Amendment and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 of this Agreement payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders. (b) The Administrative Agent shall have received (i) a certificate signed of the Borrower, dated the First Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a Responsible Officer party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority relevant authority of the state jurisdiction of formation organization of such Loan Partythe Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are a long form good standing certificate for the resolutions Borrower from its jurisdiction of organization. (c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the board of directors or other comparable managing body of such Loan Party approving the AmendmentBorrower, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party dated as of the First Amendment Effective Date to be (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are true and correct and in force and effect as of such date, and (iii) certifying as to the incumbency and genuineness of the signatures of the officers or any other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6; (c) to the extent factual matters as may be reasonably requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Term Lenders on the First Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for VPI and the other Loan Parties, (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for VPI and the other Loan Parties and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in its capacity as special Canada counsel for VPI and the other Loan Parties;. (d) to the extent requested by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date. All such amounts will be paid with proceeds of Loans made on the First Amendment Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the First Amendment Effective Date. (e) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of Borrower and each jurisdiction where assets of the Borrower are located, and such search shall reveal no Liens on any of the assets of the Borrower except for liens permitted by Section 6.02 or discharged on or prior to the First Amendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent, the Collateral Agent, the representative of the holders of the Senior Notes and the other informationparties thereto shall have entered into the Intercreditor Agreement. (h) The Administrative Agent shall have received duly executed amendments to the Senior Notes, containing terms and conditions satisfactory in all respects to the Administrative Agent. (i) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (i) The Administrative Agent and each requesting Lender shall have received, (x) at least two Business Days five (5) days prior to the First Amendment Effective Date, required by regulatory authorities under all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (in each case Act, to the extent so requested no less than in writing of the Borrower at least ten Business Days (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for Borrower, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) VPI , any Lender that has requested, in a written notice to the Administrative Agent (including pursuant to Section 10.03 of the Credit Agreement and pursuant to Section 8 hereof) or any arranger pursuant to any engagement letter with VPI on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced Borrower at least three Business Days the (10) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to the First Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied);. (gk) the The Administrative Agent shall have received a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement; (h) no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xii) of the Credit Agreement; and (i) such other documents as the Administrative Agent shall have received a customary officer’s certificate of the Borrower. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term LoansAgent, the Administrative Agent and each New Term Issuing Bank, any Lender that has executed this Agreement shall be deemed to or their respective counsel may have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunderreasonably requested.

First Amendment Effective Date. This The effectiveness of this First Amendment shall become effective as is subject to the satisfaction (or written waiver) of the first following conditions (the date (of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent): (a) the The Administrative Agent shall have received counterparts (or written evidence satisfactory to the Administrative Agent (which may include a counterpart signature page facsimile or other electronic transmission) that such party has signed a counterpart) of this First Amendment duly executed by VPI and each Loan Party, the Administrative Agent and each New Term Lender; (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such each Loan Party, (ii) certifying that attached thereto are the resolutions Administrative Agent and (iii) each Consenting Lender. (b) The Borrower shall have paid all fees, compensation and reasonable and documented expenses (including, without limitation, reasonable and documented legal fees and expenses) of the board Administrative Agent and the Revolving Credit Lenders due and payable on or prior to the First Amendment Effective Date. The Borrower shall have paid to the Administrative Agent, for the account of directors or other comparable managing body each Consenting Lender, a consent fee (“Consent Fee”) equal to 0.025% of the outstanding principal amount of such Loan Party approving ▇▇▇▇▇▇’s Revolving Credit Commitments (whether drawn or undrawn) on the AmendmentFirst Amendment Effective Date. Payment of each Consent Fee will be made in immediately available funds in Dollars and will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. (c) No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date both before and immediately after giving effect to the transactions contemplated therein hereunder. (d) Each of the representations and authorizing execution and delivery thereof, certified warranties made by a Responsible Officer of such any Loan Party in Article III of this First Amendment, and in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date to be true as if made on and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6; (c) to the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Term Lenders on the First Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for VPI and the other Loan Parties, (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for VPI and the other Loan Parties and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in its capacity as special Canada counsel for VPI and the other Loan Parties; (d) except to the extent requested that such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists materiality in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all documentation and other information, at least two Business Days prior to the First Amendment Effective Date, 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 so requested no less than ten Business Days prior to the First Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) VPI to the Administrative Agent (including pursuant to Section 10.03 of the Credit Agreement and pursuant to Section 8 hereof) or any arranger pursuant to any engagement letter with VPI on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date); (g) the Administrative Agent shall have received a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement; (h) no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xii) of the Credit Agreement; and (i) the Administrative Agent shall have received a customary officer’s certificate of the Borrower. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the Administrative Agent and each New Term Lender that has executed this Agreement shall be deemed to have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereundertext thereof.

First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent): (a) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by VPI Holdings, the Borrower and each Loan Party, the Administrative Agent and Agent, each New Term LenderLender and certain other Lenders, who shall, collectively with the New Term Lenders, represent (immediately after giving effect to this Amendment) the Required Lenders; (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the First Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 65; (c) to the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Term Lenders and each Issuing Bank on the First Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for VPI Holdings, the Borrower and the other Loan PartiesSubsidiary Guarantors, (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, DLA Piper LLP in its capacity as special Delaware counsel for VPI Holdings, the Borrower and the other Loan Parties Subsidiary Guarantors and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, DLA Piper LLP in its capacity as special Canada Virginia counsel for VPI Holdings, the Borrower and the other Loan PartiesSubsidiary Guarantors; (d) to the extent requested by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all documentation and other information, at least two Business Days prior to the First Amendment Effective Date, 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 so requested no less than ten Business Days prior to the First Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) VPI the Borrower to the Administrative Agent (including pursuant to Section 10.03 9.03 of the Credit Agreement and pursuant to Section 8 7 hereof) or any arranger pursuant to any engagement letter with VPI the Borrower on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date); (g) the Administrative Agent shall have received a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement;; and (h) no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xiiunder Sections 7.01(a), (f) or (g) of the Credit Agreement; and (i) Agreement shall exist immediately prior to or after giving effect to the Administrative Agent shall have received a customary officer’s certificate effectiveness of the Borrowerthis Amendment. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the Administrative Agent and each New Term Lender that has executed this Agreement (or an Assignment and Assumption on the date hereof) shall be deemed to have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunder.

First Amendment Effective Date. This First Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent):2018 Refinancing Term Lenders and the Revolving Credit Lenders: (ai) the Administrative Agent shall have received counterparty signature pages of this Amendment from each of the Borrower, each Guarantor and each Lender; (ii) the Administrative Agent shall have received (A) sufficient copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the First Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this First Amendment and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the First Amendment Effective Date and, in respect of the U.K. Borrower, authorizing the Company to act as its agent in connection with the Loan Documents, certified as of the First Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) other than with respect to the U.K. Borrower, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the First Amendment Effective Date or a recent date prior thereto and (E) to the extent requested by the Administrative Agent in respect of the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, and the transactions contemplated by this First Amendment and (ii) a certificate signed by a Responsible Officer of the U.K. Borrower certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar limit binding on it to be exceeded; (iii) the Administrative Agent shall have received a counterpart signature page favorable opinion of this ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, dated as of the First Amendment duly executed Effective Date, in a form consistent with the opinion delivered by VPI and each Loan Party, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP on the Administrative Agent and each New Term LenderRestatement Date; (biv) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause the Company certifying (a)) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 29, 2018 that has had or could be reasonably expected to have, either individually or in substantially the form delivered on aggregate, a Material Adverse Effect; (v) Concurrently with the Closing Date making of the 2018 Refinancing Term Loans, (a) the entire aggregate principal amount of the 2017 Refinancing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this First Amendment becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated; (vi) Concurrently with the availability of the 2018 Revolving Credit Facility, (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by Revolving Credit Commitments in effect immediately prior to this First Amendment becoming effective shall have been terminated and the appropriate Governmental Authority entire aggregate principal amount of the state of formation of such Loan Party, all Revolving Credit Loans outstanding immediately prior to this First Amendment becoming effective shall have been paid in full and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are all accrued interest, fees and other amounts accrued prior to this First Amendment becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated; (vii) Any fees required to be paid pursuant to the resolutions of the board of directors Fee Letter on or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of before the First Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6; (c) to the extent requested shall have been paid by the Administrative Agent, Company to the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Term Lenders on the First Amendment Effective Date); (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2018 Refinancing Term Loans, and a customary written opinion notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (iix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for VPI LLP (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the other Loan Parties, (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for VPI and Company to the other Loan Parties and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in its capacity as special Canada counsel for VPI and Administrative Agent on the other Loan PartiesFirst Amendment Effective Date); (dx) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent requested by the Administrative Agent, the Administrative Agent Company shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all documentation and other information, written requests therefor at least two three (3) Business Days prior to the First Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including ; and (xi) The conditions specified in Section 2.19 of the PATRIOT Act (in each case Credit Agreement with respect to the extent so requested no less than ten Business Days Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) The First Amendment Effective Date shall not occur if any of the conditions set forth or referred to in this Section 6 has not been satisfied or waived in accordance with Section 10.01 of the Credit Agreement at or prior to 5:00 p.m., New York City time, on December 17, 2018 (it being understood that any such failure of the First Amendment Effective Date to occur by such date will not affect any rights or obligations of any Person under the existing Credit Agreement). The Administrative Agent shall promptly notify the Company and the Lenders of the First Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) VPI to the Administrative Agent (including pursuant to Section 10.03 of the Credit Agreement and pursuant to Section 8 hereof) or any arranger pursuant to any engagement letter with VPI on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date); (g) the Administrative Agent shall have received a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement; (h) no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xii) of the Credit Agreement; and (i) the Administrative Agent shall have received a customary officer’s certificate of the Borrower. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the Administrative Agent and each New Term Lender that has executed this Agreement shall be deemed to have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunder.

First Amendment Effective Date. This Amendment (subject to Section 5) shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall precedent have been satisfied (or waived by the Administrative Agent):satisfied: (a) the The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by VPI and each Loan Party, the Administrative Agent and each New Term Lender; (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein executed and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the First Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6; (c) to the extent requested delivered by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself Borrower and the New Term Lenders on Existing ABL Lenders. (b) All costs, fees and expenses required to be paid by the First Amendment Effective DateBorrower to the Administrative Agent, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPJPMorgan Chase Bank, N.A., in its capacity as special New York counsel sole lead arranger and bookrunner for VPI this Amendment, and the other Loan Parties, Existing ABL Lenders in connection with the Amended Credit Agreement and this Amendment (iiincluding the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for VPI and the other Loan Parties and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in its capacity as special Canada counsel for VPI and the other Loan Parties; (d) shall have been paid to the extent requested by due and invoiced to the Administrative Agent, the Borrower. (c) The Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all documentation and other informationreceived, at least two Business Days one business day prior to the First Amendment Effective Date, all documentation and other information about any Loan Party reasonably requested by the Administrative Agent in writing at least three business days prior to the First Amendment Effective Date and that the Administrative Agent reasonably determines (i) is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act Act, and (in each case to the extent so requested no less than ten Business Days prior to the First Amendment Effective Date); (fii) all fees and expenses required to be paid by (or on behalf of) VPI has not been previously provided to the Administrative Agent Agent. (including d) Each of the representations and warranties made by any Loan Party in or pursuant to Section 10.03 of this Amendment, the Amended Credit Agreement and pursuant to Section 8 hereofthe other Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) or any arranger pursuant to any engagement letter with VPI on or before and as of the First Amendment Effective Date as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been (or shall substantially contemporaneously be) paid in full in cash (so true and in the case correct as of expenses, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date);such earlier date. (ge) the Administrative Agent No Default or Event of Default shall have received a Borrowing Request in respect of the New Term Loans to occurred and be made continuing on the First Amendment Effective Date in accordance with the requirements or after giving effect to this Amendment and any extensions of the Credit Agreement; (h) no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xii) of the Credit Agreement; and (i) the Administrative Agent shall have received a customary officer’s certificate of the Borrower. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the Administrative Agent and each New Term Lender that has executed this Agreement shall be deemed to have consented to, waived, approved or accepted, or credit requested to be satisfied with, each document or other matter required hereundermade under the Amended Credit Agreement on such date.

First Amendment Effective Date. This Amendment The obligations of the Lenders to make Term A Loans shall not become effective as of until the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been is satisfied (or waived by the Administrative Agentin accordance with Section 9.02): (a) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by VPI and each Loan Party, the Administrative Agent and each New Term Lender; (b) the The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of the First Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the First Amendment and (ii) duly executed copies of the Loan Guaranty, the Security Agreement and such other Loan Documents required by the Administrative Agent and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by the First Amendment and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 of this Agreement payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders. (b) The Administrative Agent shall have received (i) a certificate signed of the Borrower, dated the First Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a Responsible Officer party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority relevant authority of the state jurisdiction of formation organization of such Loan Partythe Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are a long form good standing certificate for the resolutions Borrower from its jurisdiction of organization. ​ ​ ​ (c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the board of directors or other comparable managing body of such Loan Party approving the AmendmentBorrower, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party dated as of the First Amendment Effective Date to be (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are true and correct and in force and effect as of such date, and (iii) certifying as to the incumbency and genuineness of the signatures of the officers or any other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6; (c) to the extent factual matters as may be reasonably requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Term Lenders on the First Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for VPI and the other Loan Parties, (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for VPI and the other Loan Parties and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in its capacity as special Canada counsel for VPI and the other Loan Parties;. (d) to the extent requested by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date. All such amounts will be paid with proceeds of Loans made on the First Amendment Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the First Amendment Effective Date. (e) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of Borrower and each jurisdiction where assets of the Borrower are located, and such search shall reveal no Liens on any of the assets of the Borrower except for liens permitted by Section 6.02 or discharged on or prior to the First Amendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent, the Collateral Agent, the representative of the holders of the Senior Notes and the other informationparties thereto shall have entered into the Intercreditor Agreement. (h) The Administrative Agent shall have received duly executed amendments to the Senior Notes, containing terms and conditions satisfactory in all respects to the Administrative Agent. (i) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (i) The Administrative Agent and each requesting Lender shall have received, (x) at least two Business Days five (5) days prior to the First Amendment Effective Date, required by regulatory authorities under all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (in each case Act, to the extent so requested no less than in writing of the Borrower at least ten Business Days (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for Borrower, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) VPI , any Lender that has requested, in a written notice to the Administrative Agent (including pursuant to Section 10.03 of the Credit Agreement and pursuant to Section 8 hereof) or any arranger pursuant to any engagement letter with VPI on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced Borrower at least three Business Days the (10) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to the First Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied);. (gk) the The Administrative Agent shall have received a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement; (h) no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xii) of the Credit Agreement; and (i) such other documents as the Administrative Agent shall have received a customary officer’s certificate of the Borrower. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term LoansAgent, the Administrative Agent and each New Term Issuing Bank, any Lender that has executed this Agreement shall be deemed to or their respective counsel may have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunderreasonably requested.