Conditions Precedent to Effectiveness

Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof and the waivers in Section 3 hereof shall become effective as of the date hereof, upon (a) receipt by the U.S. Administrative Agent of one or more counterparts of this Amendment No. 4 executed by the Obligors and the Required Lenders and (b) the payment of an amendment fee to the U.S. Administrative Agent for the account of each Lender that has approved this Amendment No. 4, such amendment fee to be in an amount equal to 0.25% of the Commitment of... such Lender View More

Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon receipt by the U.S. Administrative Agent of one or more counterparts of this Amendment No. 8 executed by the Obligors and the Required Lenders

Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective on the date upon which each of the following conditions is satisfied: (a) Amendment No. 1. This Amendment No. 1 shall have been duly executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors and the Required Lenders and acknowledged by the Administrative Agent. (b) Fees. The Administrative Agent shall have received (1) for the account of each Lender that has approved this Amendment No. 1 at or prior to 5:00... p.m., New York City time, on October 30, 2009, an amendment fee in an amount equal to 0.05% of the outstanding principal amount of the Term Loans owned by such Lender at such time and (2) all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced at least one Business Day prior to the date hereof, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) Certificates, Corporate Documents and Legal Opinions. (1) The Administrative Agent shall have received (i) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization or a certificate of the Secretary or Assistant Secretary of such Loan Party dated as of the date hereof and certifying that the certificate or articles of incorporation or organization, including all amendments thereto, of such Loan Party delivered pursuant to Section 4.02(c) of the Term Loan Agreement have not been modified, rescinded or amended and are in full force and effect, and (B) a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the date hereof and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the date hereof or that the by-laws or operating (or limited liability company) agreement of such Loan Party delivered pursuant to Section 4.02(c) of the Term Loan Agreement have not been modified, rescinded or amended and are in full force and effect and (B) that the certificate or articles of incorporation or organization of such Loan Party, if delivered pursuant to clause (i) above, have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above. (2) The Administrative Agent shall have received a certificate, dated as of the date hereof and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Section 4.01(b) and 4.02(i) of the Term Loan Agreement. (3) The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion of Kirkland & Ellis LLP, special counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent. View More

Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective on the date upon which each of the following conditions is satisfied: (a) Amendment No. 1. This Amendment No. 1 shall have been duly executed and delivered by the Borrower, Holdings, the Administrative Agent and each of the Lenders. In addition, each of the Guarantors shall have executed and delivered its confirmation and consent provided for on the signature pages hereto. (b) Fees. The Administrative Agent shall have received... all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced at least one Business Day prior to the date hereof, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Bridge Loan Document View More