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 each of the Borrowers, the Required Lenders and each Issuing Bank and (b) the Administrative Agent and the Lenders shall have received payment of all expenses required to be paid or reimbursed by the Borrowers under or in connection with this Amendment and any other Loan Document, including those expenses set forth in Section 9 hereof; provided that the Company has received one or more invoices setting forth such expenses at least three Business Days prior to the Amendment Effective Date.