Common use of Amendment Conditions Clause in Contracts

Amendment Conditions. (a) The effectiveness of Section 2 of this Amendment shall be subject to the following conditions precedent: (i) Borrower, Administrative Agent and all of the Lenders shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3(a) have been satisfied; (ii) No Default or Event of Default under the Loan Agreement shall have occurred and be continuing; and (iii) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement. (b) Within two (2) Business Days of the date hereof (or such other date as Administrative Agent may in its sole discretion permit), Borrower shall duly execute and deliver a Warrant, in form and substance satisfactory to Administrative Agent, to each Lender. (c) On the date of the execution of each Warrant pursuant to clause (b) above, except as otherwise disclosed in Borrower’s Public Filings, the representations and warranties in Section 7 of the Loan Agreement shall be true in all material respects (unless qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects), except that (i) the representation regarding representations and warranties that refer to a specific earlier date shall be that they were true on such earlier date and (ii) the representation regarding representations under Sections 7.05(b), 7.05(c), 7.08, 7.14 and 7.16 shall be that they were true on the first Borrowing Date.

Amendment Conditions. (a) The effectiveness First Amendment and the obligations of Section 2 of this Amendment Lender contemplated hereby shall be governed by and subject to the following conditions precedentterms and conditions: (ia) Borrowerreceipt of this Waiver, Administrative Agent Consent and all of the Lenders shall have First Amendment to Senior Subordinated Loan Documents, duly executed and delivered this Amendment pursuant to Section 13.04 of by the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3(a) have been satisfiedParties; (ii) No Default or Event of Default under the Loan Agreement shall have occurred and be continuing; and (iii) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement. (b) Within two receipt of the applicable First Amendment Senior Subordinated Notes and the First Amendment Warrants, in each case duly executed by the Loan Parties; (2c) Business Days receipt of the amendment to Intercreditor Agreement, duly executed by Senior Lenders; (d) receipt of the written opinion of Varnum, Riddering, Schm▇▇▇ & Howl▇▇▇ ▇▇▇, counsel to the Loan Parties, dated as of the date hereof (or such other date as Administrative Agent may in its sole discretion permit), Borrower shall duly execute and deliver a Warranthereof, in form and substance satisfactory to Administrative AgentLender; (e) receipt of the certificate of incorporation of the Company, as amended, certified by the Secretary of State of the Delaware, together with a copy of the Company's By-Laws, certified by the Company's secretary to be true and correct and in full force and effect; (f) receipt of certified copies of all documents evidencing corporate action taken by each Loan Party with respect to the consummation of the transactions contemplated by this First Amendment, including but not limited to, resolutions of the Board of Directors of each Loan Party authorizing the execution, delivery and performance by such Loan Party of this First Amendment, the First Amendment Senior Subordinated Notes, and the First Amendment Warrants; (g) receipt of a certificate of each Loan Party, signed by its chief executive officer or president, to each Lender. the effect that: (ci) On the date all of the execution of each Warrant pursuant to clause (b) above, except as otherwise disclosed in Borrower’s Public Filings, the representations and warranties of such party contained in Section 7 this First Amendment are true and correct as of the date hereof; (ii) such party has complied with and performed all of the terms, covenants and agreements contained in the Senior Subordinated Loan Documents which are to be complied with or performed by such party on or before the date hereof; and (iii) no Event of Default or Potential Event of Default (other than the Existing Defaults) has occurred and is continuing; (h) receipt of the Third Amendment to Credit Agreement shall be true and any and all other documents, agreements, certificates and instruments executed or delivered in all material respects (unless qualified connection therewith, certified by materiality or Material Adverse Effect, in which case they shall the Loan Parties' secretary to be true and correct and in all respects)full force and effect (collectively, except that together with the Third Amendment to Credit Agreement, the "Amended Senior Loan Documents") each in form and substance satisfactory to Lender in their sole discretion; and (i) receipt of the representation regarding representations Preferred Stock Amendments and warranties that refer certain Guaranty dated as of April 17, 2001, from each of Crai▇ ▇▇▇ Emil▇▇ ▇▇▇▇▇▇ to Senior Lenders in an amount of up to $1,000,000 and any and all other documents, agreements, certificates, each certified by the Loan Parties' secretary to be true and correct and in full force and effect, and each in form and substance satisfactory to Lender in their sole discretion; (j) receipt of the execution and delivery or obtainment of such other instruments, documents, agreements, certificates, instruments, consents, waivers, opinions and information as Lender may reasonably request. The Company shall provide the documents specified in (a) - (k) in a specific earlier date shall be that they were true on such earlier date and (ii) the representation regarding representations under Sections 7.05(b), 7.05(c), 7.08, 7.14 and 7.16 shall be that they were true on the first Borrowing Dateform reasonably acceptable to Lender.

Amendment Conditions. Notwithstanding Lender’s negotiation, preparation or execution of this Agreement or any of the instruments or documents required herein and notwithstanding anything else to the contrary, no modification or amendment to the Loan, the Note or the Loan Documents shall be deemed to have occurred unless and until all of the following conditions (the “Amendment Conditions”) have been satisfied: (a) The effectiveness Borrower shall execute and acknowledge, where applicable, and deliver to Lender each of Section 2 of this Amendment shall be subject to the following conditions precedentfollowing: (i) Borrower, Administrative Agent this Agreement in form and all of the Lenders shall have duly executed and delivered this Amendment pursuant substance satisfactory to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3(a) have been satisfiedLender; (ii) No Default or Event that certain Amended and Restated Promissory Note in the original principal amount of Default under Thirty Million Dollars ($30,000,000) dated as of the Loan Agreement shall have occurred date hereof in form and be continuingsubstance satisfactory to Lender; (iii) that certain Fourth Amendment to Master Lease dated as of the date hereof in form and substance satisfactory to Lender; (iv) amendments to the Mortgages in form and substance satisfactory to Lender (the “Mortgage Amendments”); and (iiiv) Borrower shall have paid or reimbursed Administrative Agent and any instructions to Fidelity National Title Insurance Company (the Lenders for their reasonable and documented “Title Company”) as may be requested by the Title Company as necessary to carry out the terms of pocket costs and expenses (including the reasonable and documented fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement. (b) Within two The Title Company shall be unconditionally and irrevocably committed to issue to Lender, at Borrower’s sole cost and expense, such endorsements to the existing lender’s title insurance policies covering the facilities known as (2i) Business Days of ▇▇▇▇▇▇▇▇ Place, in ▇▇▇▇▇▇▇▇, South Carolina, and (ii) Creston Village, in Paso ▇▇▇▇▇▇, California (collectively, the date hereof (or such other date as Administrative Agent may in its sole discretion permit“Title Policies”), Borrower shall duly execute and deliver as Lender may reasonable require, including a Warrant, in form and substance satisfactory to Administrative Agent, to each LenderCLTA 110.5 endorsement or its equivalent. (c) On Borrower shall deposit with the date Title Company an amount sufficient to pay for the cost of all endorsements to the execution of each Warrant Title Policies required pursuant to clause Section 2(b) above and all other fees and expenses, including recording fees, incurred by the Title Company in connection with this transaction. (bd) above, except as otherwise disclosed The Mortgage Amendments shall have been properly recorded in Borrower’s Public Filings, the representations applicable counties and warranties in Section 7 of the Loan Agreement shall be true in all material respects (unless qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects), except that (i) the representation regarding representations and warranties that refer to a specific earlier date shall be that they were true on such earlier date and (ii) the representation regarding representations under Sections 7.05(b), 7.05(c), 7.08, 7.14 and 7.16 shall be that they were true on the first Borrowing Datestates.

Amendment Conditions. (For purposes of this Agreement the following shall constitute the "Amendment Conditions": a) The effectiveness of Section 2 of this Amendment There shall be subject to the following conditions precedent: (i) Borrower, Administrative Agent and all of the Lenders shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3(a) have been satisfied; (ii) No Default default or Event of Default existing under the Loan terms of the Credit Agreement except for the previously admitted Covenant Defaults; b) Borrowers shall have occurred delivered the Letter of Credit referred to in Section 4(c) above in form and content and issued by a national bank satisfactory to Lender; c) Borrowers shall have delivered to Lender evidence satisfactory to Lender that the net proceeds paid by buyer to Borrower from the sale of the assets of PTS will be continuingan amount of at least $2,750,000.00; d) Borrowers shall have caused to be made a principal payment against the Company Note out of the proceeds of the sale of the assets of PTS in the amount of $1,000,000.00 in immediately available funds; e) Borrowers shall have caused to be made a principal payment against the Parent Note out of the proceeds of the sale of the assets of PTS in the amount of $750,000.00 in immediately available funds; f) Borrowers and Parent shall have paid any past due interest due on account of the retroactive increase in the interest rates under the Company and Parent Notes pursuant to Section 4(b) above; and (iiig) Borrower Borrowers shall have paid or reimbursed Administrative Agent caused each of Glenayre Electronics, Inc. ("Glenayre") and the Lenders for their reasonable Associates Commercial Corporation and documented out of pocket costs Associates Capitol Services Corporation, and expenses (including the reasonable and documented fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment to have executed pursuant to Section 13.03(a)(i)(z) due authorization, and delivered to Lender a valid enforceable modification of the Loan Agreement. (b) Within two (2) Business Days of the date hereof (or such other date as Administrative Agent may its Intercreditor Agreement with Lender satisfactory to Lender in its sole discretion permit), Borrower shall duly execute and deliver a Warrant, in form and substance satisfactory to Administrative Agent, to each Lenderdiscretion. (ch) On the date Company shall execute collateral assignments of the execution Transition Services Agreement and Maintenance Services Agreement between it and Wireless Services Operating Corporation, its successors and assigns ("Wireless") and shall assign and pledge to Bank all agreements between it and Wireless, provided that such assignment will recognize that it is subject to any valid defenses of each Warrant pursuant to clause Wireless, including defenses under such agreements or other agreements (b) aboveincluding without limitation, except as otherwise disclosed in Borrower’s Public Filingsrights of setoff, the representations recoupement and warranties in Section 7 of the Loan Agreement shall be true in all material respects (unless qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respectsreduction), except that (i) the representation regarding representations and warranties that refer to a specific earlier date shall be that they were true on such earlier date and (ii) the representation regarding representations under Sections 7.05(b), 7.05(c), 7.08, 7.14 and 7.16 shall be that they were true on the first Borrowing Date.