Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, the reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable and documented fees and expenses of counsel for the Administrative Agent) in connection with this Amendment, the Loan DocumentsCredit Agreement and the other related loan documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement Agents. Upon the satisfaction of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (includingforegoing conditions precedent, this Amendment shall become effective with respect to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) amendments set forth in connection with the Loan DocumentsSection 1 above.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and Agent, (ii) the payment and/or reimbursement of all fees in accordance with this Amendment and (iii) each of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsdocuments listed on Annex D attached hereto.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received counterparts of (i) counterparts of this Amendment duly executed by the BorrowersCompany, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s Consent and its affiliates’ reasonable Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and documented out-of-pocket fees and expenses (includingb) the Company shall have paid, to the extent invoiced, reasonable attorneys’ fees and expenses of counsel for the Administrative Agent) Agent in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent Agent, (b) the Company shall have paid, for the account of each Lender signatory hereto, an amendment fee in the amount of 5 basis points on such Lender’s Commitment, and (iic) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket Borrowers shall have paid all other fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) owing in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersCompany, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s Consent and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to Reaffirmation attached hereto duly executed by the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan DocumentsSubsidiary Guarantors.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of to this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and (ii) to the extent invoiced no less than one (1) Business Day prior to the date hereof, payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) Agent in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of this Amendment is subject to the conditions precedent that date hereof if, and only if, the Administrative Agent shall have received received: (ia) counterparts executed copies of this Amendment duly executed by from the Borrowers, Company and the Required Lenders Lenders; (b) executed copies of the Reaffirmation attached hereto in the form of Exhibit A from the existing Subsidiary Guarantors; and (c) all fees and expenses of the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable attorneys’ fees and expenses of counsel for the Administrative Agentexpenses) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersCompany, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable and documented fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (ii) from the Company payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and reasonable and documented out-of-pocket expenses (including reasonable legal fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agentexpenses) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that that: (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent Agent; and (iib) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment. 3.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (ia) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent Agents and (iib) payment and/or reimbursement by the Borrowers of an Amendment Fee (as defined below). Upon the satisfaction of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (includingforegoing conditions precedent, this Amendment shall become effective as of June 30, 2001 with respect to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) amendments set forth in connection with the Loan DocumentsSection 1 above.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (ia) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders Lenders, JPMCB in its capacity as the Issuing Bank (prior to giving effect to this Amendment) and the Administrative Agent and (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliatesAffiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, including reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent that the precedent: (a) The Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent. (b) The Administrative Agent and (ii) shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, including reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment. 3.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions condition precedent that the Administrative Agent shall have received (i) counterparts of to this Amendment Amendment, duly executed by each of the Borrowers, the other Loan Parties, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment on the date hereof is subject to the conditions precedent that (i) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable documented fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Majority Lenders and the Administrative Agent, (ii) all authorization documents and related opinions of counsel reasonably requested by the Administrative Agent in connection with this Amendment and (iiiii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and its affiliates (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (ia) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent Agents and (iib) payment and/or reimbursement by the Borrowers of an Amendment Fee (as defined below). Upon the satisfaction of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (includingforegoing conditions precedent, this Amendment shall become effective with respect to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) amendments set forth in connection with the Loan DocumentsSection 1 above.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (ii) payment and/or reimbursement for the account of each Lender which delivers its executed signature page hereto by such time as is requested by the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, an amendment fee in an amount equal to the extent invoiced, reasonable fees and expenses of counsel $5,000 for the Administrative Agent) in connection with the Loan Documentseach such Lender.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent that precedent: (a) the Administrative Agent shall have received (i) counterparts duly executed copies of this Amendment duly executed by from each of the BorrowersCompany, the Required Lenders and the Administrative Agent Agent, and the Consent and Reaffirmation attached as Exhibit I hereto executed by each Subsidiary Guarantor; and (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable Company shall have paid all fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.Agent LEGAL 4876 - 7562 - 7060v.4

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (i) the Administrative Agent shall have received (i) counterparts of to this Amendment Amendment, duly executed by each of the Borrowers, the Required Lenders and the Administrative Agent parties hereto and (ii) the Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (includingCompany shall have paid, to the extent invoiced, all out-of-pocket expenses of the Administrative Agent (including reasonable attorneys’ fees and expenses of counsel for the Administrative Agentexpenses) in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersCompany, the Required Lenders and the Administrative Agent and (ii) to the extent invoiced at least two (2) Business Days prior to the date hereof, payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable and documented fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and the Reaffirmation attached hereto duly executed by the Guarantors, and (ii) payment and/or reimbursement of such other instruments and documents as are reasonably requested by the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and (iib) payment and/or reimbursement the Company shall have paid all of the fees of the Administrative Agent’s Agent and its affiliates’ reasonable and documented out-of-pocket fees and expenses Affiliates (including, to the extent invoiced, reasonable attorneys’ fees and expenses of counsel for the Administrative Agent) in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersCompany, all of the Required Lenders and the Administrative Agent and Agent, (ii) counterparts of the Reaffirmation in the form of Exhibit A attached hereto from each of the Guarantors and (iii) from the Company payment and/or reimbursement of the Administrative Agent’s fees and its affiliates’ reasonable and documented out-of-pocket expenses (including reasonable legal fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agentexpenses) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject solely to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and (ii) from the Company payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented fees and reasonable and documented out-of-pocket expenses (including reasonable and documented legal fees and expenses (includingexpenses), to the extent invoiced, reasonable fees and expenses of counsel for in each case reasonably incurred by the Administrative Agent) Agent and its affiliates directly in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent Agent, and (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket Borrowers shall have paid all other fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) owing in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders Lenders, the Issuing Bank and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, the reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative (a) Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowerseach Loan Party, the Required Lenders and the Administrative Agent and (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented Borrower shall have paid all expenses of Agent (including, without limitation, all previously invoiced, reasonable, out-of-pocket fees and expenses of Agent (including, to the extent invoiced, reasonable attorneys’ fees and expenses expenses, in each case to the extent reimbursable under the terms of counsel for the Administrative AgentLoan Agreement)) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement counterparts of the Administrative Agent’s Consent and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to Reaffirmation attached as Exhibit A hereto duly executed by the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan DocumentsSubsidiary Guarantors.

Conditions of Effectiveness. The effectiveness of this Amendment on the date hereof is subject to the conditions precedent that (i) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable documented fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The This effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent that precedent: (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and the Required Lenders; and (iib) payment and/or reimbursement the Borrower shall have paid Attorney Costs of one counsel to the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (includingAgent incurred in connection with this Amendment, to the extent invoiced, reasonable fees and expenses of counsel for invoiced prior to the Administrative Agent) in connection with the Loan DocumentsThird Amendment Effective Date.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Guarantors, the Lenders and the Administrative Agent Agent, and (ii) payment and/or reimbursement of such other opinions, instruments and documents as are reasonably requested by the Administrative Agent’s Agent and its affiliates’ reasonable identified on Exhibit E hereto, and documented out-of-pocket fees and expenses (includingb) the Borrower shall have paid, to the extent invoicedinvoiced at least one (1) Business Day in advance, reasonable all fees and expenses of counsel for the Administrative AgentAgent and its affiliates (including attorneys’ fees and expenses) in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement counterparts of the Administrative Agent’s Consent and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to Reaffirmation attached hereto duly executed by the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan DocumentsSubsidiary Guarantors.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions condition precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersCompany, the Required Lenders other Loan Parties party to the Collateral Agreement and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersCompany, the Required Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (iib) payment and/or reimbursement the Company shall have paid all of the fees of the Administrative Agent’s Agent and its affiliates’ reasonable and documented out-of-pocket fees and expenses affiliates (including, to the extent invoiced, reasonable attorneys’ fees and expenses of counsel for the Administrative Agent) in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (includingCompany shall have paid, to the extent invoiced, reasonable all expenses of the Administrative Agent (including attorneys’ fees and expenses of counsel for the Administrative Agentexpenses) in connection with this Amendment and the other Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (i) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s 's and its affiliates’ reasonable and documented out-of-pocket ' fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (ia) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, the reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (ia) counterparts of this Amendment duly executed by the BorrowersBorrower, Holdings, the Required Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (iib) payment and/or reimbursement of legal opinions reasonably requested by the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) Agent in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersApplicant Party, each of the Required Lenders and the Administrative Agent Agent, and (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (includingApplicant Party shall have paid, to the extent invoiced, all out-of-pocket expenses of the Administrative Agent (including reasonable attorneys’ fees and expenses of counsel for the Administrative Agentexpenses) in connection with this Amendment and the Loan other Credit Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersCompany, all of the Required Lenders and the Administrative Agent and Agent, (ii) counterparts of the Reaffirmation in the form of Exhibit A attached hereto from the Guarantor and (iii) from the Company payment and/or reimbursement of the Administrative Agent’s fees and its affiliates’ reasonable and documented out-of-pocket expenses (including reasonable legal fees and expenses (including, expenses) in connection with this Amendment to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received received: (ia) counterparts of to this Amendment Amendment, duly executed by each of the Borrowers, the Required other Loan Parties, the Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out; 1 US-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.DOCS\111513709.3

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s Consent and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to Reaffirmation attached hereto duly executed by the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan DocumentsSubsidiary Guarantors.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (i) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Guarantors and (ii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable including fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Consent and Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Consent and Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, the reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Consent and Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions condition precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, Holdings, the Required other Loan Parties party hereto, the Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersCompany, the Required Lenders and the Administrative Agent and (ii) from the Company payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and reasonable and documented out-of-pocket expenses (including reasonable legal fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agentexpenses) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Subsidiary Guarantors, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable and documented fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement for the account of each Lender which delivers its executed signature page hereto by such time as is requested by the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, a work fee equal to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents$5,000.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received received: (ia) counterparts of to this Amendment Amendment, duly executed by each of the Borrowers, each other Loan Parties, each of the Required Lenders and the Administrative Agent and Agent; (iib) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and reasonable and documented out-of- pocket expenses (including reasonable out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with this Amendment and the other Loan Documents.; and

Conditions of Effectiveness. The effectiveness of this Amendment on the date hereof is subject to the conditions precedent that (i) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the other Loan Parties, the Required Lenders and the Administrative Agent Agent, and (ii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documentsthis Amendment.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the BorrowersBorrower, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (ia) counterparts of this Amendment duly executed by the BorrowersBorrower, Holdings, the Required Lenders and the Administrative Agent and (iib) payment such other opinions, instruments and/or reimbursement of documents as are reasonably requested by the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.