Common use of Effectiveness Conditions Clause in Contracts

Effectiveness Conditions. This Amendment shall become effective on the first date that all of the following conditions have been fully satisfied (such date, the “Third Amendment Effective Date”): (i) JPMorgan Chase Bank, N.A. (the “Amendment Arranger”), shall have received signature pages to this Amendment duly executed by the Borrowers and the Required Lenders. (ii) No Default or Event of Default shall have occurred and be continuing or result after giving effect to this Amendment. (iii) The representations and warranties made by each Borrower in the Amended Credit Agreement and in the other Loan Documents are true and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date) (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (iv) Each Lender providing its executed signature page to this Amendment by such time and date specified by the Amendment Arranger shall have received from the Borrowers all fees required to be paid to such consenting Lenders in connection with this Amendment and the Amendment Arranger shall have received from the Borrowers such other fees, costs and expenses to be paid on the date hereof as separately agreed between the Borrowers and the Amendment Arranger.

Effectiveness Conditions. This Amendment shall become be effective on the first date that all upon completion of the following conditions have been fully satisfied precedent (such date, the “Third Amendment Effective Date”all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of this Amendment; (b) Delivery by Borrowers of the fully executed Comerica Amendment, along with (i) JPMorgan Chase Banka copy of the written consent to such amendment from Safeguard Delaware, N.A. Inc. and Safeguard Scientifics (the “Amendment Arranger”Delaware), shall have received signature pages Inc. (collectively, “Safeguard”) required pursuant to this Amendment duly executed by Section 1(c) of the Borrowers Amended and the Required Lenders. Restated Reimbursement and Indemnity Agreement dated January 17, 2007 among Clarient, Inc. and Safeguard, as amended, and (ii) evidence that all conditions to the effectiveness of such amendment have been satisfied, all on terms and conditions satisfactory to Lender; (c) Delivery by Borrowers of certified copies of resolutions of each Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment and each document required to be delivered by any Section hereof; (d) No Unmatured Event of Default or Event of Default shall have occurred and be continuing or result after giving effect to this Amendment.under the Loan Documents; (iiie) The representations Payment by Borrowers of any and warranties made by each Borrower in the Amended Credit Agreement all costs, fees and in the other Loan Documents are true and complete in all material respects expenses of Lender (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereofincluding, which representations and warranties shall be true and correct in all respects subject to such qualificationattorneys’ fees) with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date) (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (iv) Each Lender providing its executed signature page to this Amendment by such time and date specified by the Amendment Arranger shall have received from the Borrowers all fees required to be paid to such consenting Lenders in connection with this Amendment and the Amendment Arranger shall have received from transaction contemplated hereby; and (f) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender to effectuate and implement the Borrowers such other fees, costs and expenses to be paid on the date terms hereof as separately agreed between the Borrowers and the Amendment ArrangerLoan Documents.

Effectiveness Conditions. This Amendment shall become effective on the first date that all of the following conditions have been fully satisfied (such date, the “Third First Amendment Effective Date”): (i) JPMorgan Chase Bank, N.A. (the “Amendment Arranger”), Agent shall have received signature pages to a fully executed copy of this Amendment duly executed by the Borrowers and the Required LendersAmendment. (ii) No Default or Event of Default shall have occurred and be continuing or result after giving effect to this Amendment. (iii) The representations and warranties made by each Borrower in the Amended Credit Agreement and in the other Loan Documents are true and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date) (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (iv) Each Agent shall have received a certificate dated as of the date hereof of an Authorized Officer of each Borrower certifying as to the matters set forth in in clause (ii) and (iii) above. (v) Agent shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, as to such customary matters as the Agents may reasonably request. (vi) Agent shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C., special Washington counsel to Funko, as to such customary matters as the Agents may reasonably request. (vii) Agent shall have received, upon any Lender’s request, revolving credit Note(s), dated the date hereof, payable to such Lender providing its executed signature page in a face amount equal to the Revolving Credit Commitment of such Lender as provided on Exhibit A to this Amendment by such time and date specified by the Amendment Arranger Amendment. (viii) Agent shall have received from Borrowers: (1) certifications of their corporate secretaries or an Authorized Officer with attached resolutions certifying that this Amendment has been approved by such Borrowers; (2) a certificate of an Authorized Officer of each Borrower, certifying the Borrowers all fees required names and true signatures of the representatives of such Borrower authorized to be paid to such consenting Lenders in connection with sign this Amendment and the other documents to be executed and delivered by such Borrower in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives; (3) a certificate of the appropriate official(s) of the jurisdiction of organization of each Borrower certifying as of a recent date not more than 30 days prior to the First Amendment Arranger shall have received Effective Date as to the subsistence in good standing of such Borrower in such jurisdictions; and (4) a copy of the Governing Documents of each Borrower, together with all amendments thereto, or a certification that there has been no change in the Governing Documents from those delivered on the Borrowers Closing Date, in either case, certified as of the Amendment Effective Date by an Authorized Officer of such other Borrower. (ix) Payment by Borrower in accordance with Section 12.04 of the Credit Agreement of all reasonable, documented and out-of-pocket fees, costs and expenses incurred by Agent on or prior to be paid on the date hereof as separately agreed between hereof, to the Borrowers and extent invoiced at least two (2) Business Days prior to the Amendment Arrangerdate hereof.

Effectiveness Conditions. This Amendment shall become be effective on the first date that all upon completion of the following conditions have been fully satisfied precedent (such dateall documents to be in form and substance satisfactory to Administrative Agent and the Lead Arrangers, the “Third Amendment Effective Date”and their respective counsel): (ia) JPMorgan Chase Bank, N.A. (the “Amendment Arranger”), shall have received signature pages to executed counterparts of this Amendment duly each properly executed by a Responsible Officer of the Borrowers signing Loan Party and the Required Lenders.each other Person party thereto; (iib) No Default or Event receipt by Administrative Agent of Default shall have occurred and be continuing or result after giving effect to this Amendment.a Request for Credit Extension; (iiic) The all representations and warranties made by each Borrower in of the Amended Credit Agreement and in the other Loan Documents are true Parties contained herein shall be true, correct and complete in all material respects (except provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties representation shall be true and correct in all respects subject to such qualificationrespects) with the same force and effect as if made on and as of such date (the Effective Date, except to the extent that any such representation or warranty expressly relates only to any earlier and/or specified date) (a specific date in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier and each Loan Party’s delivery of its respective signature hereto shall not be applicable deemed to be its certification thereof); (d) no Default or Event of Default under the Credit Agreement or any of the other Loan Documents has occurred and is continuing immediately prior to or after funding the First Incremental Term Loans; (e) the Acquisition Agreement shall be in full force and effect, and substantially concurrently with the funding of the First Incremental Term Loans on the Effective Date, the Transactions shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement without giving effect to any representations amendments, consents or warranties waivers by you thereto that already are qualified materially adverse to the Incremental Lenders or modified the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (i) any increase in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Incremental Lenders or the Lead Arrangers so long as such increase is not financed with the proceeds of indebtedness of the Borrower and its subsidiaries other than under the Credit Agreement and (ii) any substantive amendment to “materiality” or the definition of “Material Adverse Effect” (as defined in the text thereofAcquisition Agreement) is materially adverse to the interests of the Incremental Lenders and the Lead Arrangers); (f) receipt by Administrative Agent and the Lead Arrangers of evidence that the net cash proceeds of the Equity Contribution in a direct or indirect parent of Borrower shall have been contributed (or contributed substantially concurrently with the funding of the First Incremental Term Loans) to Borrower in an amount sufficient to consummate the Acquisition and to pay the fees, which costs and expenses incurred in connection with the Transactions; (g) receipt by Administrative Agent and the Lead Arrangers of a Pro Forma Compliance Certificate demonstrating that, after giving effect to the incurrence of the First Incremental Term Loans and consummation of the Acquisition on a Pro Forma Basis (i) the Loan Parties will be in compliance with the financial covenants set forth in Article 8 of the Credit Agreement for the most recently completed four Fiscal Quarter period and (ii) the Consolidated Total Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently completed four Fiscal Quarter period would not be greater than 3.00:1.00; (h) all existing Indebtedness of the Target and its Subsidiaries, other than Indebtedness expressly permitted under Section 7.01 of the Credit Agreement as if the Target was a party thereto, shall have been repaid, or substantially simultaneously herewith, shall be repaid and all Liens related to such Indebtedness or otherwise shall be terminated (other than Permitted Liens); (i) since December 31, 2019, there shall not have occurred a “Material Adverse Effect” (as defined in the Acquisition Agreement); (j) receipt by Administrative Agent and the Lead Arrangers at least five (5) Business Days prior to the Closing Date, of satisfactory documentation and other information about Borrower and the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (including, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership required by the Beneficial Ownership Regulation); (k) receipt by Administrative Agent of evidence reasonably satisfactory to Administrative Agent that the Loan Parties have obtained all required consents and approvals of all Persons including all requisite Governmental Authorities, to the execution, delivery and performance of the Amendment; (l) receipt by Administrative Agent and Lead Arrangers of favorable opinions of K&L Gates LLP and ▇▇▇▇▇▇▇▇▇▇ PC, counsel to the Loan Parties, addressed to Administrative Agent, the Incremental Lenders, and the Secured Parties, dated as of the Effective Date, and in form and substance satisfactory to Administrative Agent; (m) such resolutions, Organization Documents, good standings, and certifications by Responsible Officers in connection therewith, as Administrative Agent may reasonably require; (n) receipt by Administrative Agent and the Lead Arrangers of a solvency certificate from the Chief Financial Officer of Borrower; (o) receipt by Administrative Agent and the Lead Arrangers of a certificate executed by a responsible Officer of Borrower certifying that the conditions specified in this Section 6 have been satisfied and that the representations and warranties contained in Section 5 hereof are true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified by materiality, such representation and warranty shall be true and correct in all respects subject to such qualification)).respects) as of the Effect Date; (ivp) Each Lender providing receipt by Administrative Agent and the Lead Arrangers of (i) a pro forma consolidated balance sheet and related pro forma consolidated statement of income, shareholders’ equity and cash flows of Borrower and its executed signature page Subsidiaries as of March 31, 2020, prepared after giving effect to this Amendment the Transactions as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) and (ii) a pro forma organizational chart, including disclosures as to each entity that will incur Indebtedness in connection with the Transactions; (q) receipt by such time Administrative Agent and date specified the Lead Arrangers of an audited balance sheet of the Target as of December 31, 2019 and the related audited statements of income, shareholders’ equity and cash flows for the year then ended, and the related notes to the financial statements; (r) receipt by Administrative Agent and the Amendment Arranger shall have received from the Borrowers all Lead Arrangers of any fees required to be paid to such consenting Lenders in connection with on or before the Effective Date under this Amendment Amendment, the Credit Agreement or that certain Joint Fee Letter dated as of May 25, 2020, by and among, the Borrower, the Lead Arrangers and each Incremental Lender; and (s) receipt by Administrative Agent and the Amendment Arranger shall have received from the Borrowers such other feesLead Arrangers of reasonable, documented, out-of-pocket costs and expenses (including, without limitation, fees and disbursements of counsel) required to be paid on or before the date hereof as separately agreed between the Borrowers and the Amendment ArrangerEffective Date.

Effectiveness Conditions. This Amendment shall become be effective on upon the first date that all satisfaction of the following conditions have been fully satisfied (such dateany and all Loan Documents, agreements, documents, contracts, certificates, authorizing resolutions, etc. required to be delivered below must be satisfactory in form and substance, and on terms and conditions acceptable to, DLL and its counsel in their Permitted Discretion) (the “Third Amendment Effective DateEffectiveness Conditions”): (A) execution and delivery of this Amendment by all parties hereto; (B) execution and delivery by Borrower to DLL of (i) JPMorgan Chase Bankan Amended and Restated Secured Revolving Credit Note in the maximum principal amount of $35,000,000 and (ii) an Amended and Restated Secured Floorplan Loan Note in the maximum principal amount of $35,000,000; (C) Delivery to DLL of a certificate of the secretary or assistant secretary of each Borrower entity: (i) certifying the name, N.A. title and signature of the officer of such Borrower entity executing this Amendment and/or any other related instrument, document or agreement on behalf of such Borrower entity, (ii) certifying either (z) that there has been no change to the certificate/articles of incorporation and bylaws (or other equivalent organizational documents) since the original closing on the Loan and Security Agreement on December 7, 2006 (or, in the case of any such Borrower entity that was not an original signatory to the Loan Agreement, since the date such Borrower entity was joined as one of the Borrower entities under the Existing Loan Documents) and that the certified copies of such Borrower entity’s organizational documents as delivered to DLL at that time are still in full force and effect or (y) full and complete copies of the certificate/articles of incorporation and bylaws or other equivalent organizational documents (and including all amendments thereto) of such Borrower entity as in effect on the date of such certificate as attached thereto (and each such certificate/articles of incorporation (or other equivalent document) shall be a certified copy recently provided by the appropriate governmental official in such Borrower entity’s jurisdiction of organization), and (iii) a copy of the resolutions and/or written actions or consents of the board of directors, the board of managers or the member(s), as applicable, of such Borrower entity authorizing and/or ratifying the execution of this Amendment and/or any other related instrument, document or agreement (including the Amended and Restated Secured Revolving Credit Note, Amended and Restated Secured Floorplan Loan Note) and the performance of the transactions contemplated hereby and thereby; and (D) Payment by Borrower of (i) an amendment and modification fee of $10,000 (the “Sixth Amendment ArrangerFee”), which such fee shall have received signature pages to be due and payable, fully earned and non-refundable upon the effective date of this Amendment duly executed by the Borrowers and the Required Lenders. (ii) No Default or Event of Default shall have occurred and be continuing or result after giving effect to this Amendment. (iii) The representations and warranties made by each Borrower in the Amended Credit Agreement and in the other Loan Documents are true and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date) (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (iv) Each Lender providing its executed signature page to this Amendment by such time and date specified by the Amendment Arranger shall have received from the Borrowers all fees required to be paid to such consenting Lenders in connection with this Amendment and the Amendment Arranger shall have received from the Borrowers such other reasonable fees, costs and expenses (including without limitation any and all reasonable legal fees and expenses) incurred by DLL in the negotiation, preparation and execution of this Amendment. Borrower hereby authorizes DLL to be paid charge the Borrower’s revolving loan account with the amount of such Sixth Amendment Fee and all such costs and expenses of DLL in satisfaction thereof, and requests that DLL make one or more Revolving Credit Loan(s) on or after the date hereof as separately agreed between in an aggregate amount equal to the Borrowers total amount of the Sixth Amendment Fee plus all such costs and expenses, and that DLL disburse the Amendment Arrangerproceeds of such Revolving Credit Loan(s) in satisfaction thereof.

Effectiveness Conditions. This Amendment shall become effective on the first date that all of the following conditions have been fully satisfied (such date, the “Third Second Amendment Effective Date”): (i) JPMorgan Chase Bank, N.A. (the “Amendment Arranger”), Agent shall have received signature pages to a fully executed copy of this Amendment duly executed by the Borrowers and the Required LendersAmendment. (ii) No Default or Event of Default shall have occurred and be continuing or result after giving effect to this Amendment. (iii) The representations and warranties made by each Borrower in the Amended Credit Agreement and in the other Loan Documents are true and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date) (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (iv) Each Lender providing its executed signature page to this Amendment by such time and date specified by the Amendment Arranger Agent shall have received from Borrowers payment by Borrower in accordance with Section 12.04 of the Borrowers Credit Agreement of all fees required to be paid to such consenting Lenders in connection with this Amendment reasonable, documented and the Amendment Arranger shall have received from the Borrowers such other out-of-pocket fees, costs and expenses incurred by Agent on or prior to be paid on the date hereof, to the extent such fees, costs and expenses are invoiced at least two (2) Business Days prior to the date hereof. (v) Agent shall have received a fully executed incumbency certificate, dated as of the date hereof and executed by an Authorized Officer of each Borrower, certifying the names and true signatures of the representatives of such Borrower authorized to sign each Loan Document to which such Borrower is or will be a party and any other documents to be executed and delivered by such Borrower in connection therewith, together with evidence of the incumbency of such authorized representatives. (vi) Agent shall have received an amended and restated Swing Loan Note, dated as separately agreed between of the date hereof, executed by Borrowers and payable to the Amendment ArrangerSwing Loan Lender.