This Amendment shall become effective as of the date first above written (the “ Amendment Effective Date ”) when (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company, the Borrowing Subsidiaries and the Required Lenders and (b) the Administrative Agent and the Lenders shall have received payment of all fees and expenses required to be paid or reimbursed by the Company or any Borrowing Subsidiary under or in connection with this Amendment and any other Loan Document, including those fees and expenses set forth in Section 11 hereof; provided that the Company has received one or more invoices setting forth such fees and expenses at least three Business Days prior to the Amendment Effective Date.