Section 3Effectiveness of this Amendment Agreement. The effectiveness of this Amendment Agreement is subject to the satisfaction of the following conditions precedent (the date on which all of such conditions shall first be satisfied, the “Amendment Effective Date”):

Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the conditions precedent set forth in Section 3 of the Fourth Amendment and Restatement Agreement.

Section # Conditions Precedent. The effectiveness of this Amendment and the amendments contemplated hereby is subject to the satisfaction of the following conditions precedent:

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Borrower shall # pay # to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letters) required by the Fee Letters in connection with such increase in the Facility, # to the Administrative Agent for the account of the Lenders participating in the increase of the Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower, # all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase, and # all “breakage” charges associated with reallocation of outstanding Loans pursuant to the funding of the Additional Term Loans; provided, however, that the Borrower shall not pay any fees for increased amounts until such time as the increase occurs; and # deliver to the Administrative Agent a certificate of each Loan Party dated as of the Accordion Increase Effective Date signed by a Responsible Officer of or on behalf of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the Borrower, certifying that, before and after giving effect to such increase and the use of the proceeds thereof, # the Loan Parties shall be in compliance, on a pro forma basis, with [Sections 7.03 and 7.11]1], # the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Accordion Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of [Section 6.01], and # no Default or Event of Default exists as of the Accordion Increase Effective Date.

Conditions to Effectiveness of Extension. As a condition precedent to each extension of the applicable Maturity Date pursuant to this Section:

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the Borrower, certifying that, before and after giving effect to such increase, # the representations and warranties contained in Article V and the other Loan Documents are true and correct, on and as of the Revolving Increase Effective Date, and except that for purposes of this [Section 2.19], the representations and warranties contained in [clauses (a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and # both before and after giving effect to the Incremental Facility, no Default exists. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to [Section 3.05]) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this [Section 2.19].

Effectiveness. This Amendment shall become effective upon fulfillment of the following conditions: # the Company and Prudential shall have executed a copy of this Amendment on or prior to the Effective Date, # Prudential shall have received a copy of the resolutions of the board of the Company authorizing the execution, delivery and performance by the Company of this Amendment, certified by its secretary or assistant secretary, # the Company shall have paid the structuring fee described in Section III(b) of this Amendment to Prudential, and # Prudential shall have received such other documents and certificates as it may reasonably request relating to the Amendment and the transactions contemplated by the Amendment.

Effectiveness. This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by the undersigned and the Required Lenders. This Letter Amendment is subject to the provisions of [Section 8.01] of the Credit Agreement.

Effectiveness. The submission of an unsigned copy of this document to Tenant shall not constitute an offer or option to lease the Premises. This Lease shall become effective and binding only upon execution and delivery by both Landlord and Tenant. This Lease shall be effective as of the Effective Date which shall be inserted by Landlord on the first page of this Lease upon its full execution and delivery by Landlord and Tenant.

Effectiveness. The effectiveness of this Agreement and the obligation of each Lender to make its Term Loans hereunder are subject to (in addition to, in the case of the Term Loans, the performance by the Borrower of its obligations to be performed hereunder at or prior to the making of any such Term Loans) the satisfaction of the following conditions: