Common use of Conditions to Amendment Clause in Contracts

Conditions to Amendment. The obligation of the Agent and Lenders to enter into this Amendment renewing the loan facility pursuant to the Loan Agreement and making certain other modifications thereto is subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender as of the date hereof: (a) This Amendment has been executed by each party thereto and each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on the date hereof. (b) Except as set forth on EXHIBIT B, all representations and warranties made under the Loan Agreement and in the other Loan Documents shall be true and correct in all material respects as of the date hereof as if made on the date hereof. (c) No Default or Event of Default shall exist on the date hereof, or would exist after giving effect to the Loans to be made on such date. (d) The Agent and the Lenders shall have received such opinions of counsel for the Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (e) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with this Amendment and any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (f) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (g) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Availability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (h) The Agent and the Lenders shall have received copies certified as being correct and complete of all documentation related to the Senior Notes, the Subordinated Debt and the Material License Agreements and such documentation shall be satisfactory to the Agent and the Lenders in all respects. (i) All proceedings taken in connection with the execution of this Amendment, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (j) No Material Adverse Effect shall have occurred since the Financial Statements dated June 30, 2002.

Conditions to Amendment. The obligation This Amendment shall become effective upon the satisfaction of the Agent and Lenders to enter into this Amendment renewing the loan facility pursuant to the Loan Agreement and making certain other modifications thereto is subject to the following conditions precedent having been satisfied in a manner satisfactory to (the Agent and each Lender as of the date hereof:“Third Amendment Effective Date”): (a) This Amendment has been The Administrative Agent shall have received this Amendment, duly executed by the Administrative Agent, the Lenders and the Borrower; (b) The Administrative Agent shall have received the Third Amendment Fee Letter, duly executed by the Administrative Agent and the Borrower; (c) The Administrative Agent shall have received a copy of a conforming waiver and amendment to the ABL Credit Agreement, duly executed by the ABL Lender and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a copy of a consent and amendment to the Intercreditor Agreement, duly executed by the Administrative Agent and the ABL Lender, in form and substance reasonably satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a copy of a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent; (f) The Administrative Agent shall have received all fees required to be paid under the Third Amendment Fee Letter, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the date hereof; (g) Immediately before and after giving effect to this Amendment, each party thereto of the representations and warranties of each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein set forth in the Credit Agreement and the other Loan Documents which (other than with respect to the Existing Events of Default) are required to be performed or complied with by the Borrower before or on the date hereof. (b) Except as set forth on EXHIBIT B, all representations and warranties made under the Loan Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date hereof (except to the extent that any such representation or warranty which by its terms is made as if made on the date hereof.of a specified date, such representation or warranty is true and correct as of such specified date); and (ch) No Default or Event of Default shall exist on the date hereof, or would exist Immediately before and after giving effect to the Loans to be made on such date. (d) The Agent and the Lenders shall have received such opinions of counsel for the Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (e) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with this Amendment and any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (f) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (g) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Availability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (h) The Agent and the Lenders shall have received copies certified as being correct and complete of all documentation related to the Senior Notes, the Subordinated Debt and the Material License Agreements and such documentation shall be satisfactory to the Agent and the Lenders in all respects. (i) All proceedings taken in connection with the execution of this Amendment, all no Default (other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to than the Agent and the Lenders. (jExisting Events of Default) No Material Adverse Effect shall have occurred since the Financial Statements dated June 30, 2002and be continuing.

Conditions to Amendment. The obligation This Amendment shall become effective upon the satisfaction of the Agent and Lenders to enter into this Amendment renewing the loan facility pursuant to the Loan Agreement and making certain other modifications thereto is subject to the following conditions precedent having been satisfied in a manner satisfactory to (the Agent and each Lender as of the date hereof:"Fourth Amendment Effective Date"): (a) This Amendment has been The Administrative Agent shall have received this Amendment, duly executed by each party thereto and each Loan Party shall have performed and complied with all covenantsthe Administrative Agent, agreements and conditions contained herein the Lenders and the other Loan Documents which are required to be performed or complied with by the Borrower before or on the date hereof.Borrower; (b) Except as set forth on EXHIBIT BThe Administrative Agent shall have received a copy of a conforming waiver and amendment to the ABL Credit Agreement, all representations duly executed by the ABL Lender and warranties made under the Loan Agreement Borrower, in form and in substance reasonably satisfactory to the other Loan Documents shall be true and correct in all material respects as of the date hereof as if made on the date hereof.Administrative Agent; (c) No Default or Event The Administrative Agent shall have received a copy of Default shall exist on the date hereof, or would exist after giving effect a borrowing base certificate to the Loans ABL Credit Agreement, duly executed by the Borrower, in form and substance reasonably satisfactory to be made on such date.the Administrative Agent; (d) The Administrative Agent shall have received a copy of a consent and amendment to the Intercreditor Agreement, duly executed by the Administrative Agent and the Lenders shall have received such opinions of counsel for the Loan Parties as the Agent or any Lender shall requestABL Lender, each such opinion to be in a form, scope, form and substance reasonably satisfactory to the Administrative Agent, the Lenders, and their respective counsel.; (e) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with this Amendment and any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (f) The Administrative Agent shall have received evidence, in form, scope, form and substance, substance reasonably satisfactory to the Administrative Agent, that all of the Escrowed Proceeds (as defined in the December 2024 Consent) (net of all insurance coverage funding fees and escrow fees) have been released from the Escrow Account (as required by this defined in the December 2024 Consent) and applied as a prepayment to the ABL Obligations in accordance with the ABL Credit Agreement.; (f) The Administrative Agent shall have received all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) on or before the date hereof; (g) The Agent Immediately before and after giving effect to this Amendment, each of the representations and warranties of each Loan Party set forth in the Credit Agreement and the Lenders shall have had an opportunity, if they so choose, other Loan Documents (other than with respect to examine the books Existing Events of account Default) are true and other records correct on and files as of the Borrower date hereof (except to the extent that any such representation or warranty which by its terms is made as of a specified date, such representation or warranty is true and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Availability, and the results correct as of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects.specified date); and (h) The Agent Immediately before and the Lenders shall have received copies certified as being correct and complete of all documentation related after giving effect to the Senior Notes, the Subordinated Debt and the Material License Agreements and such documentation shall be satisfactory to the Agent and the Lenders in all respects. (i) All proceedings taken in connection with the execution of this Amendment, all no Default (other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to than the Agent and the Lenders. (jExisting Events of Default) No Material Adverse Effect shall have occurred since the Financial Statements dated June 30, 2002and be continuing.

Conditions to Amendment. The obligation of the Agent and Lenders a. Unless otherwise agreed to enter into this Amendment renewing the loan facility pursuant to the Loan Agreement and making certain other modifications thereto is subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender as of the date hereof: (a) This Amendment has been executed by each party thereto and each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on the date hereof. (b) Except as set forth on EXHIBIT BBank in writing, all representations and warranties made under the Loan Agreement and in the other Loan Documents shall be true and correct in all material respects as of the date hereof as if made on the date hereof. (c) No Default or Event of Default shall exist on the date hereof, or would exist after giving effect to the Loans to be made on such date. (d) The Agent and the Lenders shall have received such opinions of counsel for the Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (e) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with this Amendment and any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (f) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (g) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Availability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (h) The Agent and the Lenders shall have received copies certified as being correct and complete of all documentation related to the Senior Notes, the Subordinated Debt and the Material License Agreements and such documentation shall be satisfactory to the Agent and the Lenders in all respects. (i) All proceedings taken in connection concurrently with the execution of this Amendment, and as a condition of its effectiveness: (i) Borrower shall execute and deliver to the Bank the Allonge in the form annexed hereto as Exhibit A; (ii) Borrower and each of the Guarantors shall execute and deliver to the Bank a Security Agreement in the form annexed hereto as Exhibit B (the "Security Agreement"), granting to the Bank a valid security interest in all other Loan Documents present and future inventory and accounts receivable of the Borrower and each of the Guarantors, and all documents proceeds thereof; (iii) Borrower and papers relating thereto each Guarantor shall be execute and deliver to the Bank UCC-1 financing statements, satisfactory in form, scope, form and substance to the Agent Bank, necessary to perfect a first position security interest in the collateral described in the Security Agreement; (iv) Each Subsidiary of the Borrower shall execute and deliver to the Bank an Amended and Restated Guaranty and Suretyship Agreement in the form annexed hereto as Exhibit C, guaranteeing all present and future obligations of the Borrower to the Bank; (v) Borrower shall have paid the $15,000 facility fee due and payable in connection with this Amendment and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Bank in connection with this Amendment; (vi) Borrower and the Lenders.Guarantors shall have delivered to the Bank a Landlord Waiver and Estoppel, in form and substance reasonably satisfactory to the Bank, from such landlords of Borrower and the Guarantors as may be reasonably requested by the Bank; (jvii) No Material Adverse Effect The Bank shall have occurred since received the Financial Statements dated June 30legal opinion of counsel to Borrower and the Guarantors, 2002covering such matters reasonably requested by the Bank and in form and substance reasonably satisfactory to the Bank; and (viii) The Bank shall have received all searches, reports, certificates, corporate resolutions and other documents and instruments as may reasonably be required by the Bank to verify the accuracy of the representations and warranties and compliance with the covenants contained in the Credit Agreement.

Conditions to Amendment. The obligation This Amendment shall become effective upon satisfaction of the Agent and Lenders to enter into this Amendment renewing the loan facility pursuant to the Loan Agreement and making certain other modifications thereto is subject to the following conditions precedent having been satisfied in a manner satisfactory to (the Agent and each Lender as of the date hereof:“Effective Date”): (a) This the due execution and delivery of a counterpart signature page to this Amendment has been executed by each party thereto and each Loan Party shall have performed and complied with all covenantsthe Borrower, agreements and conditions contained herein the Guarantors, the Blackstone Representative, the Lenders and the other Loan Documents which are required to be performed or complied with by the Borrower before or on the date hereof.Administrative Agent; (b) Except as set forth on EXHIBIT B, all the representations and warranties made under of the Loan Agreement and in the other Loan Documents Borrower set forth herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the date hereof Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as if made on the date hereof.of an earlier date, as of such earlier date); (c) No Default or Event payment of Default the Upsize Fee, in accordance with the terms of, and as such term is defined in First Amendment Upfront Fee Letter; (d) the Required Ratings Test shall exist on be satisfied and, in connection therewith, the date hereof, or would exist Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (after giving effect to the Loans to be the additional Commitments made available on such date. (d) The Agent and the Lenders First Amendment Date), which shall have received such opinions of counsel for the Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scopeRequired Rating applicable thereto, and substance satisfactory (b) an updated related Private Rating Rationale Report with respect to the Agent, the Lenders, and their respective counsel.such Debt Rating; and (e) The Borrower shall have paid all fees and expenses of the Administrative Agent and the Attorney Costs incurred Blackstone Representative shall have received (i) a Notice of New Project with respect to the New Projects set forth in Schedule 1.01E hereto and all documents required to be delivered in connection with this Amendment each such New Project and any related Permitted Acquisitions, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documents Documents, and (ii) each other document listed on the transactions contemplated thereby closing checklist delivered to Borrower on or prior to the extent invoiced. (f) The Agent shall have received evidence, date of this Amendment in form, scope, form and substance, substance reasonably satisfactory to the Agent, of all insurance coverage as required by this AgreementBlackstone Representative. (g) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Availability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (h) The Agent and the Lenders shall have received copies certified as being correct and complete of all documentation related to the Senior Notes, the Subordinated Debt and the Material License Agreements and such documentation shall be satisfactory to the Agent and the Lenders in all respects. (i) All proceedings taken in connection with the execution of this Amendment, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (j) No Material Adverse Effect shall have occurred since the Financial Statements dated June 30, 2002.

Conditions to Amendment. The obligation This Amendment shall become effective upon satisfaction of the Agent and Lenders to enter into this Amendment renewing the loan facility pursuant to the Loan Agreement and making certain other modifications thereto is subject to the following conditions precedent having been satisfied in a manner satisfactory to (the Agent and each Lender as of the date hereof:“Effective Date”): (a) This the due execution and delivery of a counterpart signature page to this Amendment has been executed by each party thereto and each Loan Party shall have performed and complied with all covenantsthe Borrower, agreements and conditions contained herein the Guarantors, the Blackstone Representative, the Lenders and the other Loan Documents which are required to be performed or complied with by the Borrower before or on the date hereof.Administrative Agent; (b) Except as set forth on EXHIBIT B, all the representations and warranties made under of the Loan Agreement and in the other Loan Documents Borrower set forth herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the date hereof Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as if made on the date hereof.of an earlier date, as of such earlier date); (c) No Default or Event payment of Default the Upsize Fee, in accordance with the terms of, and as such term is defined in Second Amendment Upfront Fee Letter; (d) the Required Ratings Test shall exist on be satisfied and, in connection therewith, the date hereof, or would exist Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (after giving effect to the Loans to be the additional Commitments made available on such date. (d) The Agent and the Lenders Second Amendment Date), which shall have received such opinions of counsel for the Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scopeRequired Rating applicable thereto, and substance satisfactory (b) an updated related Private Rating Rationale Report with respect to the Agent, the Lenders, and their respective counsel.such Debt Rating; and (e) The Borrower shall have paid all fees and expenses of the Administrative Agent and the Attorney Costs incurred Blackstone Representative shall have received (i) a Notice of New Project with respect to the New Projects set forth in Schedule 1.01E hereto and all documents required to be delivered in connection with this Amendment each such New Project and any related Permitted Acquisitions, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documents Documents, and (ii) each other document listed on the transactions contemplated thereby closing checklist delivered to Borrower on or prior to the extent invoiced. (f) The Agent shall have received evidence, date of this Amendment in form, scope, form and substance, substance reasonably satisfactory to the Agent, of all insurance coverage as required by this AgreementBlackstone Representative. (g) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Availability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (h) The Agent and the Lenders shall have received copies certified as being correct and complete of all documentation related to the Senior Notes, the Subordinated Debt and the Material License Agreements and such documentation shall be satisfactory to the Agent and the Lenders in all respects. (i) All proceedings taken in connection with the execution of this Amendment, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (j) No Material Adverse Effect shall have occurred since the Financial Statements dated June 30, 2002.