SECTION #Effectiveness of Amendment and Waiver. This Amendment shall become effective upon # the receipt by the Administrative Agent of counterparts of this Amendment and Waiver duly executed by each of the Borrower, the Administrative Agent and the Required Lenders, and # the receipt by the Administrative Agent from the Borrower of all out-of-pocket expenses incurred by the Agents in connection with this Amendment and Waiver, including the fees, charges and disbursements of counsel.

SECTION # Effectiveness. This Amendment shall become effective on the date when the Administrative Agent shall have received from each of the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof (such date, the “Amendment Effectiveness Date”).

SECTION # Effectiveness of Amendment. This Amendment shall become effective and legally binding on the date hereof when the Administrative Agent shall have received from each of the Borrower and the Required Lenders either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment (the date of satisfaction of such condition precedent, the “Amendment Effective Date”). This Amendment shall bind each party’s successors and assigns, including any Person to whom any Lender party hereto assigns any of its interests, rights and obligations under the Existing Credit Agreement.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received # counterparts to this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, # from the Parent, for the account of each Lender signatory hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount equal to $10,000 and # to the extent invoiced no less than one (1) Business Day prior to the date hereof, payment and/or reimbursement of the reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent in connection with this Amendment and the other Loan Documents.