Effectiveness. This Amendment shall be deemed effective upon # the due execution and delivery to Bank of this Amendment by each party hereto, # Borrower’s payment of a fee of $10,000, plus the Bank Expenses incurred in connection with this Amendment, and # and such other documents as Bank may reasonably request.

Effectiveness. This Agreement is effective as of the date hereof.

Conditions to Effectiveness of Incremental Commitments. Notwithstanding the foregoing, no Incremental Commitments shall be effective unless:

Conditions to Effectiveness of Incremental Facilities. As conditions precedent to each Incremental Facility becoming effective as of the applicable Increase Effective Date:

Conditions Precedent to Effectiveness of Modification. This Amendment shall become effective as of the date the following conditions precedent have been satisfied in [[M&T:Organization]]’s sole discretion or waived by [[M&T:Organization]], for whose sole benefit such conditions exist (the “Amendment Effective Date”):

Conditions to Effectiveness of this Amendment. The effectiveness of this Amendment is subject to the following:

Conditions to Effectiveness of Incremental Facilities. As a condition precedent to each such Incremental Facility, before and after giving effect to such Incremental Facility (or, in the case of an Incremental Facility incurred to finance a Limited Condition Transaction, on the date of the execution of the definitive agreement in respect thereof), # the representations and warranties contained in ARTICLE V and the other Loan Documents shall be true and correct on and as of the Increase Effective Date or the effective date of any other Incremental Facility, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and except that for purposes of this [Section 2.16], the representations and warranties contained in subsection # 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; provided that in the case of an Incremental Facility incurred to finance a Limited Condition Acquisition, only the Specified Representations shall be required to be accurate at the time of closing; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations, # the Borrower and its Restricted Subsidiaries shall be in compliance with [Section 7.18] on a Pro Forma Basis (assuming, in the case of any Incremental Facility in the form of an increase in Revolving Credit Commitments, that such Revolving Credit Commitments have been drawn in full) and # no Event of Default shall exist or would result therefrom (and in the case of an Incremental Facility to finance a Limited Condition Transaction, no Event of Default under Section 8.01(a) or, solely with respect to the Borrower, [Section 8.01(f)] shall exist at the time of closing). In connection with any such Incremental Facility, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date and/or the date of effectiveness of any other Incremental Facility, as applicable, signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Facility, and # in the case of the Borrower, certifying compliance with conditions set forth in clauses # – # above. If the Incremental Facility is in the form of an Incremental Increase to a Term Facility, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in [Section 2.02]. Each Incremental Increase with respect to Revolving Credit Commitments shall be implemented through an increase to the Revolving Credit Facility, and upon the implementation of each such Incremental Increase # each Revolving Credit Lender immediately prior to such Commitment increase will automatically and without further act be deemed to have assigned to each relevant revolving credit lender with respect to such Incremental Increase, and each relevant revolving credit lender with respect to such Incremental Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Credit Lenders’ (including each revolving lender with respect to such Incremental Increase) participations hereunder in Letters of Credit and # the existing Revolving Credit Lenders shall assign Revolving Credit Loans to certain other Revolving Credit Lenders (including the revolving lender with respect to such Incremental Increase), and such other Revolving Credit Lenders (including the revolving lender with respect to such Incremental Increase) shall purchase such Revolving Credit Loans, in each case to the extent necessary so that all of the Revolving Credit Lenders participate in each outstanding Revolving Credit Borrowing pro rata on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to this [Section 2.16]); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

The effectiveness of this Agreement is subject to the satisfaction, or waiver by [[Organization B:Organization]], immediately prior to or concurrently with the effectiveness of this Agreement, of the following conditions precedent:

SECTION # Conditions to Effectiveness. The effectiveness of the amendments to the Credit Agreement set forth herein are each subject to the satisfaction (or waiver) of each of the following conditions (the date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”):

Conditions Precedent to Effectiveness of Maturity Date Extension. As conditions precedent to the effectiveness of such extension of any Existing Maturity Date for the Revolving Credit Facility, each of the following requirements shall be satisfied (the first date on which such conditions precedent are satisfied, an “Extension Effective Date”):