Common use of Effectiveness of Amendment Clause in Contracts

Effectiveness of Amendment. This Amendment will become effective as of the Effective Date, subject to the satisfaction of the following conditions on or before March 14, 1997. (a) The Agent shall have received from each of the Borrower, the Issuing Bank, and the Banks a duly executed original of this Amendment; (b) No Default or Event of Default shall have occurred and be continuing on the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); (c) The Agent shall have received a duly executed certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations under the Credit Agreement, as amended hereby; (d) Each of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form and substance satisfactory to the Agent. If acceptable to the Agent, any of the above documents may be delivered to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on the effectiveness of this Amendment.

Effectiveness of Amendment. This Amendment will shall become effective as of (the “Effective Date, subject to ”) upon the satisfaction of each of the following conditions on or before March 14conditions, 1997.in each case in a manner and in form and substance satisfactory to the Administrative Agent: (a) This Amendment shall have been duly executed and delivered by each of the Borrowers, the Administrative Agent and the Required Lenders and shall be in full force and effect; (b) The Administrative Agent shall have received evidence that each of XNI and CX has entered into a security agreement (the “New Subsidiary Security Agreement”) with the Administrative Agent for the benefit of the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received from each of the Borrower, the Issuing Bank, XNI and the Banks CX a duly executed original of this Amendment; (b) No Default or Event of Default shall have occurred and be continuing on completed Perfection Certificate in the Effective Date (and form prescribed by the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); (c) The Agent shall have received a duly executed certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations under the Credit New Subsidiary Security Agreement, as amended hereby; (d) Each The Administrative Agent shall have received evidence that each of XNI and CX has executed a guaranty (the “New Subsidiary Security Guaranty”) in favor of the representations and warranties set forth in Article 9.01 Administrative Agent for the benefit of the Credit Agreement shall be true and correct as of the Effective Date (Administrative Agent and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the BanksLenders, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form and substance satisfactory to the Administrative Agent. If acceptable ; (e) The Administrative Agent shall have received evidence that XCI has entered into a stock pledge agreement (the “New Pledge Agreement” and, together with the New Subsidiary Security Agreement and the New Subsidiary Guaranty, the “New Security Documents”) with the Administrative Agent for the benefit of the Administrative Agent and the Lenders, together with (i) original stock certificates representing 100% of the capital stock owned by XCI and (ii) instruments of assignment duly executed in blank, in each case in form and substance satisfactory to the Administrative Agent; (f) The Administrative Agent shall have received each of the Distribution Notes, together with duly executed instruments of endorsement; (g) The Administrative Agent shall have received from the Secretary of each of the XNI, CX and XCI a copy, certified by such Secretary to be true and complete as of such date, of the resolutions of such entities Board of Directors or other management authorizing, to the extent it is a party thereto, the execution, delivery and performance of this Amendment and such other documents contemplated hereby; (h) The Administrative Agent shall have received favorable legal opinions addressed to the Administrative Agent and the Lenders, dated as of the date hereof, in form and substance satisfactory to the Administrative Agent, any from counsel to XNI, CX and XCI, concerning corporate or other applicable entity authority matters and the enforceability of each of this Amendment and each of the above documents New Security Documents, and concerning such other matters as the Administrative Agent may be delivered request; (i) The Borrowers shall have paid to the Agent by facsimile with Administrative Agent, for the original copy to follow by mail or courier. Upon the apparent satisfaction pro rata accounts of the above conditionsLenders, an amendment fee in the principal amount of $100,000; and (j) The Administrative Agent will notify the Borrower and the Banks of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on received such other items, documents, agreements or actions as the effectiveness of this AmendmentAdministrative Agent may reasonably request in order to effectuate the transactions contemplated hereby.

Effectiveness of Amendment. This Amendment will become effective as of the Effective Date, subject to the satisfaction of the following conditions on or before March 14, 1997. (a) The Sections 1 and 2(a) of this Amendment shall become effective on the date (the "Amendment Effective Date") on which the Administrative Agent shall have received from each of the Borrowerfollowing documents (and sufficient copies for each Lender) and other deliveries: (i) this Amendment duly executed and delivered by the Borrower and the Lenders, (ii) a certificate of the Secretary of each Borrower having attached thereto the articles or certificate of incorporation and bylaws of such Borrower as in effect on the Amendment Effective Date attached thereto (or containing the certification of such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to the Administrative Agent pursuant to the Loan Agreement), having attached thereto a copy of the corporate action of ▇▇▇▇ and the other relevant Borrowers authorizing the Lea Transaction, the Issuing BankPH Debt Transaction and the Monroe Sale-Leaseback, and to the Banks further effect that the incumbency certificate and corporate action delivered in connection with the occurrence of the Effective Date remain in effect, unchanged, (iii) a duly executed original certificate of the President of ▇▇▇▇ or the Financial Officer to the effect that, after giving effect to this Amendment;, (A) the representations and warranties of the Borrowers contained in the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date, having attached thereto any revised Schedules necessary to permit such certification, including but not limited to Schedules 7.1(a), (b), (c), (f), (h), (i), (j), (t), (u), (v) No and (w) to the Loan Agreement, and (B) no Default or Event of Default shall have has occurred and is continuing, and such statements shall be continuing on the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower)true; (civ) The such additional Financing Statements as are necessary or desirable to maintain the Security Interest in compliance with the provisions of Article 8 of the Loan Agreement, or as the Administrative Agent shall have received a may request, duly executed certificate of and delivered by the Secretary relevant Borrower(s), and evidence satisfactory to the Administrative Agent that the said Financing Statements have been filed in each jurisdiction where such filing may be necessary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations under the Credit Agreement, as amended herebyappropriate; (dv) Each of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form and substance evidence satisfactory to the Agent. If acceptable Administrative Agent that the Lea Transaction has been consummated in accordance with the summary thereof appearing in the Preliminary Statements above; (vi) evidence satisfactory to the Administrative Agent, any which shall include paid endorsements (or commitments to issue the same, satisfactory to the Administrative Agent in its sole discretion) to the existing policies of mortgagee title insurance in respect of the above documents may Chilhowie plant and the plant owned by Lea (NC) located in Marion, Virginia, that fee title to such Real Estate is held by a Borrower, that such Real Estate continues to be delivered subject to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction Lien of the above conditionsMortgage affecting such Real Estate and to no other Lien or exception to title that the Administrative Agent has not approved in writing, with priority from the Agent will notify date of recording of the Borrower relevant Mortgage; (vii) such other documents, certificates and the Banks of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on instruments in connection with the effectiveness of this AmendmentAmendment as the Administrative Agent or any Lender may reasonably request. (b) Section 2(b) of this Amendment shall become effective on or after the Amendment Effective Date upon receipt by the Administrative Agent of an amount equal to $18,750, for the account of the Lenders, in consideration of the early reduction of the Revolving Credit Facility.

Effectiveness of Amendment. This Amendment will shall become effective as of the date hereof on the first date (the "Amendment 1 Effective Date") on which the Administrative Agent has received each of the following, subject each in form and substance satisfactory to the satisfaction Administrative Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 2 as so defined) and in a number of copies (other than the following conditions on or before March 14, 1997.allonges to the Notes) sufficient for each Lender: (a) The Agent shall have received from each 15 copies of the Borrower, the Issuing Bank, and the Banks a this Amendment duly executed original of this Amendmentand delivered by each Borrower and each Lender and Wabash; (b) No Default or Event of Default shall have occurred an allonge to each Note outstanding under the Loan Agreement, duly executed and be continuing on the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower)Wabash; (ci) The a Mortgage as to the real property of Wabash located in Indiana, evidencing the recording thereof as security for the Secured Obligations (or at the Administrative Agent's discretion, in suitable form for such recording), (ii) an irrevocable, fully paid commitment of a title insurance company satisfactory to the Administrative Agent shall have received in its reasonable discretion, to issue in the name of FCC as Administrative Agent a mortgagee's policy of title insurance in an amount equal to at least 125% of the value of such Wabash real estate and reflecting no survey exception or other exception that the Administrative Agent has not approved in writing, and (iii) certified copies of surveys, special flood hazard area information, zoning letters, and such other real estate-related instruments and documents as the Administrative Agent may request to support the value of such real estate and the status and priority of the Administrative Agent's Lien thereon and on the proceeds thereof; (d) an amendment to the WinsLoew Pledge Agreement duly executed certificate and delivered by WinsLoew as to the Wabash shares acquired pursuant to the Wabash Purchase Agreement, together with any and all deliveries contemplated thereby; (e) results of UCC, tax, and judgment lien searches in respect of Wabash and evidence, satisfactory to the Administrative Agent, that any Liens reflected therein have been discharged or that the Agent is in possession of appropriate releases permitting it to effect such discharge; (f) Financing Statements signed by Wabash in appropriate form for filing in each jurisdiction in which such a filing is required to perfect the Security Interest; (g) any landlord or mortgagee Lien subordination or waiver agreements as the Administrative Agent may request, duly executed and delivered by the respective landlords or mortgagees; (h) a copy of the Secretary or Assistant Secretary opinion letter of the Borrower, dated Wabash Sellers' counsel delivered pursuant to the Effective Date, certifying the resolutions provisions of the Board Wabash Purchase Agreement, addressed to the Administrative Agent and the Lenders or accompanied by a letter of Directors such counsel expressly permitting the Administrative Agent and the Lenders to rely on the opinions expressed therein; (i) an opinion of counsel for the Borrower authorizing Borrowers as to the due authorization, execution and delivery of this Amendment and the performance of other Loan Documents contemplated hereby to be delivered in connection with the Borrower's obligations under the Credit Agreementeffectiveness hereof by any Loan Party, as to the enforceability of this Amendment, the Loan Agreement as amended herebyhereby and such other Loan Documents, and such other matters related to the Acquisition of Wabash or such Loan Document as any Lender through the Administrative Agent may reasonably request; (dj) Each a certificate of the Secretary of WinsLoew having attached thereto true and correct copies of the Wabash Purchase Agreement and each other agreement, instrument, certificate and other document contemplated thereby to be delivered in connection with the consummation of the transactions contemplated thereby; (k) a certificate of the President of WinsLoew or a Financial Officer to the effect that the Acquisition of Wabash has been consummated substantially in accordance with the terms of the Wabash Purchase Agreement, without any waiver or modification of any material provision thereof, that after giving effect thereto and to this Amendment, the representations and warranties of the Borrowers set forth in Article 9.01 of the Credit Loan Agreement shall be are true and correct in all material respects (having attached to such certificate any modified Schedules required to make such statement true), without limiting the generality of the foregoing, a specific statement that the conditions set forth in Section 6.2 of the Loan Agreement to the making of any Acquisition Loan (as modified by the consent of the Lenders dated February 24, 2000 with respect to Wabash), have been satisfied as of the Effective Date date of such certificate, and that no Default or Event of Default exists; (and l) the Borrower Administrative Agent shall have delivered received evidence satisfactory to it that the Trivest Investors have made an additional cash equity contribution to WinsLoew in an amount not less than $4,566,000 and that individual sellers under the Wabash Purchase Agreement have continued/invested not less than $2,500,000 in WinsLoew in the form of roll-over equity; (m) the Borrowers shall have paid to the Administrative Agent a certificate to that effect executed by a Responsible Officer for the Ratable benefit of the Borrower); and (e) The Borrower shall have delivered Lenders, a fee in an amount equal to the Banks, at the Borrower's expense, an originally executed opinion 1.25% of the Borrower's General Counsel concerning this Amendment increase in form Total Facilities for the Haleyville LC (or $50,000) and substance satisfactory to the Agent. If acceptable to the Agent, any of the above documents may be delivered to the Agent by facsimile other fees due and payable in connection with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on the effectiveness of this Amendment; and (n) such other agreements, certificates, instruments and other documents as any Lender through the Agent may reasonably request (including, without being limited to, a collateral assignment of WinsLoew's rights and indemnities under the Wabash Purchase Agreement) in connection with the transactions contemplated hereby.

Effectiveness of Amendment. This Amendment will letter amendment (this “Amendment”) shall become effective as of the date first above written (the “Amendment Effective Date”) when, subject to the satisfaction and only when, each of the following conditions on or before March 14, 1997.precedent shall have been satisfied: (a) The Administrative Agent shall have received from each (i) counterparts of this Amendment executed by the Borrower, the Issuing BankParent, the Administrative Agent, the Lenders or, as to any Lender, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, and (ii) the Banks a duly consent attached hereto executed original by each of this Amendment;the Subsidiary Guarantors. (b) The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, both before and on a pro forma basis after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date). (c) No Default or Event of Default event shall have occurred and be continuing on continuing, or shall result from the Effective Date effectiveness of this Amendment, that constitutes a Default or Event of Default. (and the Borrower d) The Administrative Agent shall have delivered to the Agent received a certificate to that effect executed signed by a Responsible Officer of the Borrower); Borrower dated the Amendment Effective Date confirming (ci) The Agent shall have received a duly executed certificate the truth and accuracy of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations under the Credit Agreement, as amended hereby; (d) Each of the representations and warranties matters set forth in Article 9.01 of Sections 2(b) and 2(c) above and (ii) that before and on a pro forma basis after giving effect to this Amendment, the Credit Agreement Loan Parties shall be true and correct as of in compliance with the Effective Date (and the Borrower shall have delivered covenants contained in Section 5.04, together with supporting information in form satisfactory to the Administrative Agent a certificate to that effect executed by a Responsible Officer of showing the Borrower); andcomputations used in determining compliance with such covenants. (e) The Borrower Administrative Agent shall have received payment in full of an amendment fee equal to 0.10% of the sum of the Revolving Credit Commitments of those Lenders that have executed and delivered to the BanksAdministrative Agent a signature page to this Amendment, at which fee shall be for the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form and substance satisfactory to the Agent. If acceptable to the Agent, any of the above documents may be delivered to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks ratable benefit of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on the effectiveness of this AmendmentLenders.

Effectiveness of Amendment. This Amendment will shall become effective as of on the first date (the "Amendment Effective Date, subject to the satisfaction of the following conditions ") on or before March 14, 1997. which (a) The the Agent shall have has received from each of the following, each in form and substance satisfactory to the Agent and the Required Lenders (and in sufficient copies for each Lender): (i) this Amendment duly executed and delivered by the Borrower and each Lender; (ii) a Consent and Confirmation of Guarantor in the form attached hereto as Annex 2 duly executed and delivered by the Subsidiary Guarantor; (iii) a certificate of the Secretary of the Borrower as to the articles or certificate of incorporation and bylaws of the Borrower, corporate resolutions authorizing the Issuing Bank, transactions contemplated by this Amendment and the Banks a duly executed original incumbency of this Amendmentofficers of the Borrower, all as in effect on the Amendment Effective Date; (biv) No an amendment to the Pledge Agreement the effect of which is to add as Pledged Collateral thereunder, the Catoosa County Bonds (as defined in the Loan Agreement, as amended by this Amendment), as and when acquired by the Borrower; (v) an irrevocable written instruction to the Trustee under the Catoosa County Bond Indenture (as defined in the Loan Agreement, as amended by this Amendment) to deliver to the Agent, upon presentation of such instruction and tender of the Catoosa County Bonds issued in connection with the First Ringgold Transaction, the Quitclaim Deed, ▇▇▇▇ of Sale and any other conveyance or reconveyance documents executed by the CCDA in connection with the First Ringgold Transaction and held by said Trustee pursuant to (and as such items are defined in) the Catoosa County Bond Indenture; (vi) a landlord's lien subordination and waiver in substantially the form attached hereto as Annex 3, executed on behalf of the Catoosa County Development Authority; (vii) a certificate of the Chief Operating Officer or the Chief Financial Officer of the Borrower to the effect that both before and after giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct in all material respects, and that, after giving effect to this Amendment and consummation of the First Ringgold Transaction, no Default or Event of Default shall have occurred and be continuing on the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower)exists; (cviii) The Agent shall have received a duly executed certificate an opinion of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of counsel for the Borrower authorizing as to the due authorization, execution and delivery of this Amendment and the performance other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by the Borrower as to the enforceability of this Amendment, the Borrower's obligations under the Credit Agreement, Loan Agreement as amended hereby; (d) Each of the representations hereby and warranties set forth in Article 9.01 of the Credit Agreement shall be true such other Loan Documents, and correct such other matters as of the Effective Date (and the Borrower shall have delivered to any Lender through the Agent a certificate to that effect executed by a Responsible Officer of the Borrower)may reasonably request; and (eix) The Borrower shall have delivered to the Bankssuch other agreements, at the Borrower's expensecertificates, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form instruments and substance satisfactory to the Agent. If acceptable to the Agent, other documents as any of the above documents may be delivered to Lender through the Agent by facsimile may reasonably request in connection with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks of such facttransactions contemplated hereby; provided, however that any failure by the Agent to provide such notice shall have no effect on the effectiveness of this Amendment.and

Effectiveness of Amendment. All transactions contemplated by this Amendment shall be deemed to have occurred simultaneously upon its effectiveness. This Amendment will become shall only be effective as upon its execution and delivery by all of the Effective Date, subject to parties hereto and the satisfaction of the following conditions on or before March 14, 1997. (a) condition contained in the next sentence. The effectiveness of this Amendment is further subject to receipt by Agent shall have received from of each of the following in form and substance satisfactory to Agent: a. A Note executed by Borrower, payable to the Issuing Bank, order of ▇▇▇▇▇ Fargo and in the Banks a duly executed original principal amount of this Amendmentthe Commitment of ▇▇▇▇▇ Fargo as set forth on Schedule I attached hereto; (b) No Default or Event b. A copy of Default shall have occurred and be continuing on the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer resolution of the Borrower); (c) The Agent shall have received a duly executed certificate board of the Secretary or Assistant Secretary directors of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance Note delivered under the immediately preceding subsection (a) (the "New Note"), and the increase in the Revolving Commitment effected hereby, certified by the Secretary or an Assistant Secretary of Borrower; c. A copy of resolution of the board of directors of Guarantor authorizing the execution and delivery of this Amendment, certified by the Secretary or an Assistant of Secretary of Borrower's obligations under ; d. an opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel to Borrower and Guarantor, addressed to Agent and Lenders, and regarding the authority of Borrower to execute, deliver and perform this Amendment, the Credit AgreementAgreement as amended hereby, and the New Note, and the authority of Guarantor to execute, deliver and perform this Amendment and the Guaranty, as amended hereby; (d) Each of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form e. Such other documents and substance satisfactory to the Agent. If acceptable to the Agent, any of the above documents instruments as Agent may be delivered to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on the effectiveness of this Amendmentreasonably request.

Effectiveness of Amendment. This Amendment will shall become effective as of the Effective Date, subject to the upon satisfaction of the following conditions on or before March 14precedent (such date, 1997.the “Amendment No. 4 Effective Date”): (a) The Administrative Agent shall have received from the following: (i) counterparts to this Amendment duly executed by each of the BorrowerLoan Parties, the Issuing BankResigning Administrative Agent, the Administrative Agent and the Banks a duly executed original of this AmendmentLenders; (bii) No Default counterparts to the (x) Successor Agent Agreement and (y) the Notice of Succession of Agency, in each case, dated as of the date hereof, by and among the Resigning Administrative Agent, the Administrative Agent and the Loan Parties, together with all documents and filings contemplated thereby, in each case, in proper form for filing, registration or Event of Default shall have occurred recordation; (iii) (x) counterparts to each Collateral Document deemed necessary or appropriate by the Administrative Agent, in each case by the parties thereto and (y) each document, certificate or instrument (including any UCC and PPSA financing statement or amendment) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be continuing delivered, filed, registered or recorded in order to maintain a perfected Lien on the Collateral described therein in favor of the Applicable Collateral Agent, for the benefit of the Lenders, in each case, if applicable, in proper form for filing, registration or recordation; (iv) lien searches from jurisdictions in the United States and Canada reasonably acceptable to the Administrative Agent; (v) a certificate, dated as of the Amendment No. 4 Effective Date (and the Borrower shall have duly executed and delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower, certifying that all of the conditions to effectiveness set forth in this Section 3 have been satisfied; (vi) a legal opinion, dated as of the Amendment No. 4 Effective Date and addressed to the Administrative Agent and all Lenders, from ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (vii) certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of this Amendment; (viii) satisfactory evidence that JPMorgan Chase Bank, N.A. ceasing to be a “Lender”, “Swingline Lender” and “Issuing Bank” under and as each of such terms are defined in the Existing Credit Agreement, and that all Obligations of the Loan Parties to JPMorgan Chase Bank, N.A. under the Existing Credit Agreement shall have been paid in full and all Letters of Credit issued by JPMorgan Chase Bank, N.A. under the Existing Credit Agreement shall either (i) be returned undrawn and cancelled and delivered to JPMorgan Chase Bank, N.A., (ii) be backed up by a standby Letter of Credit issued under the Credit Agreement with terms satisfactory to JPMorgan Chase Bank, N.A. or (iii) be cash collateralized in an amount in immediately available funds in Dollars equal to 105% of the aggregate amount of such Letters of Credit under the Existing Credit Agreement in a manner that is satisfactory to JPMorgan Chase Bank, N.A.; (a) a written confirmation from the Appraiser in form and substance reasonably satisfactory to the Administrative Agent, which shall permit the Administrative Agent to rely on the Appraisals most recently completed pursuant to Section 5.10 of the Credit Agreement as if it were the original recipient thereof or (b) an Appraisal addressed to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent; (i) all fees required to be paid, and all reasonable expenses for which invoices have been presented (including the reasonable and documented fees and reasonable, documented, out-of-pocket expenses of legal counsel) required to be paid (including, in each case, to the Resigning Administrative Agent) (including (i) an upfront fee payable for the account of each Consenting Lender, in an amount equal to 0.25% of the aggregate principal amount of Revolving Commitments held by such Consenting Lender as of the Amendment No. 4 Effective Date and (ii) those fees and expenses required to be paid pursuant to the Amended and Restated Engagement Letter, dated as of December 8, 2015, between the Borrower and the Engagement Parties (as defined therein)); (cii) The Agent satisfactory evidence that the principal amounts of loans held by existing lenders and all accrued and unpaid interest, fees and other amounts due and owing to the Lenders through the Amendment No. 4 Effective Date required to be paid, at the rates set forth in the Existing Credit Agreement, by the Borrower (or the Borrower shall have received a duly executed certificate caused Bank of the Secretary or Assistant Secretary of the BorrowerAmerica to pay, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations as successor Administrative Agent under the Credit Agreement) to the Resigning Administrative Agent (for prompt distribution by the Resigning Administrative Agent, acting as amended hereby;Administrative Agent under the Existing Credit Agreement to the Existing Lenders under the Existing Credit Agreement); and (diii) satisfactory evidence that the Borrower has begun a field examination substantially similar to those previously conducted pursuant to Section 5.11 of the Credit Agreement. (c) Each of the representations and warranties set forth made by the Loan Parties in Article 9.01 of the Credit Agreement Section 4 shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of the Effective Date (a specified date shall be required to be true and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment correct in form and substance satisfactory to the Agent. If acceptable to the Agent, any of the above documents may be delivered to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks all material respects only as of such fact; providedspecified date, however and that any failure by the Agent representation or warranty which is subject to provide such notice any materiality qualifier or “Material Adverse Effect” shall have no effect on the effectiveness of this Amendmentbe required to be true and correct as qualified).

Effectiveness of Amendment. This The provisions of SECTIONS 1 and 2 of this Amendment will shall become effective as of the date hereof on the date (the "Amendment Effective Date") on which the Administrative Agent shall have received (1) an amendment fee in the amount of $450,000 for the Ratable account of the Lenders and (2) the following documents, subject each of which shall be satisfactory in form and substance to the satisfaction of the following conditions on or before March 14, 1997.Administrative Agent and in sufficient copies for each Lender: (a) The Agent shall have received from each at least seven copies of this Amendment duly executed by the BorrowerBorrowers, the Issuing Bank, Subsidiary Guarantors and the Banks a duly executed original of this AmendmentLenders; (b) No a certificate of the president or chief financial officer of Heaf▇▇▇ ▇▇▇ting that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, after giving effect to the Amendment, (i) all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct in all material respects on and as of the Amendment Effective Date, and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date (exists; and the Borrower Administrative Agent shall have delivered be satisfied as to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower)truth and accuracy thereof; (c) The evidence satisfactory to it that the Investors (as defined in the Series C Preferred Stock Purchase Agreement) have made or committed to make an additional cash equity contribution to Heaf▇▇▇ ▇▇ an aggregate amount not less than $12,000,000 on terms and conditions satisfactory to the Administrative Agent shall have received a duly executed certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations under the Credit Agreement, as amended herebyLenders in their reasonable discretion; (d) Each an appraisal of all Inventory of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered Loan Parties performed by Hilco Appraisal Services, LLC, or another qualified independent appraiser acceptable to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the BanksAdministrative Agent, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form and substance satisfactory to the Administrative Agent. If acceptable ; (e) evidence satisfactory to the AgentAdministrative Agent that, any effective as of the above documents may be delivered to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction last day of the above conditionsFiscal Year 2000, the Agent will notify net assets of Winston shall appear on the Borrower consolidated balance sheet of Heaf▇▇▇ ▇▇▇ its Consolidated Subsidiaries as "held for sale" and the Banks business of Winston shall be accounted for as a discontinued operation; and (f) such fact; provided, however that any failure by other documents and instruments as the Administrative Agent to provide such notice shall have no effect on the effectiveness of this Amendmentmay reasonably request.

Effectiveness of Amendment. This Sections 1 and 2 of this Amendment will shall become effective as of April 1, 1999 on the first date (the "Amendment Effective Date, subject to ") on which the satisfaction of the following conditions on or before March 14, 1997. (a) The Agent shall have has received from each of the Borrowerfollowing, the Issuing Bank, and the Banks a duly executed original of this Amendment; (b) No Default or Event of Default shall have occurred and be continuing on the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); (c) The Agent shall have received a duly executed certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations under the Credit Agreement, as amended hereby; (d) Each of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment each in form and substance satisfactory to the Agent. If acceptable to Agent and the Agent, any of the above documents may be Lenders (and in sufficient copies for each Lender): (i) this Amendment duly executed and delivered to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and each Lender; (ii) a Consent and Confirmation of Guarantor in the Banks of such fact; provided, however that any failure form attached hereto as Annex 2 duly executed and delivered by the Agent Subsidiary Guarantor; (iii) a certificate of the Secretary of the Borrower as to provide such notice shall have no the certificate of incorporation and bylaws of the Borrower, corporate resolutions authorizing the transactions contemplated by this Amendment and the incumbency of officers of the Borrower, all as in effect on the effectiveness Amendment Effective Date; (iv) an amendment to the Pledge Agreement the effect of which is to add as Pledged Collateral thereunder, its interest in SIND LLC (as defined in the Loan Agreement, as amended by this Amendment.); (v) a joinder agreement with respect to the Subsidiary Guaranty substantially in the form of Annex 3 hereto duly executed and delivered by SIND LLC; (vi) a Security Agreement substantially in the form of Annex 4 hereto duly executed and delivered by SIND LLC, together with such Uniform Commercial Code financing statements, short-form patent and trademark security agreements in form for recording in the Patent and Trademark Office and other similar documents as the Agent may request in order to perfect the Security Interest in the "Collateral" as defined in said Security Agreement;

Effectiveness of Amendment. This Amendment will shall become effective as of (the “Amendment Effective Date, subject to the satisfaction of the following conditions on or before March 14, 1997.”) upon: (a) The Agent shall have received from each the effectiveness of the Borrower, the Issuing Bank, and the Banks a duly executed original of this AmendmentAgreements among Bondholders; (b) No Default or Event of Default shall have occurred and be continuing on the Effective Date (and the Borrower shall have delivered to receipt by the Agent a certificate to that effect executed of at least $50,000,000 in proceeds from the issuance of equity by a Responsible Officer of Parent as contemplated by the Borrower)Kestrel Agreement; (c) The receipt by the Agent of certified copies of (i) the Agreements among Bondholders and the Kestrel Agreement, none of which shall have received been amended, waived or modified in a duly executed certificate manner that is adverse to the interests of the Secretary or Assistant Secretary Lenders without the consent of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment Agent and the performance of Required Lenders, which consent shall not be unreasonably withheld and (ii) the Borrower's obligations under the Credit Agreement, as amended herebyNew Parent Indenture; (d) Each receipt by the Agent of a Joinder Agreement, in substantially the same form as Exhibit F to the Credit Agreement, executed by the General Partner; (e) receipt by the Agent of a certificate of an officer of the Borrower to the effect that: 1. no Default or Unmatured Default exists or will occur as a result of the consummation of the Kestrel Transactions or the transactions contemplated by the Agreements among Bondholders; 2. all of the representations and warranties and warranties set forth in Article 9.01 V of the Credit Agreement shall be true are thereby confirmed, reaffirmed or restated, except to the extent that such representations and correct warranties expressly relate to a specific earlier date in which case the Borrower or such Loan Party hereby confirms, reaffirms and restates such representations and warranties as of such earlier date; and 3. contain a calculation of Availability as of a date reasonably acceptable to the Administrative Agent. (f) as of the Effective Date (date of receipt by the Agent of: 1. counterparts of this Amendment duly executed by the Borrower, the other Loan Parties and the Borrower shall have delivered requisite Lenders, submitted by facsimile or electronic submission; 2. an amendment fee, for the account of each Lender that delivers a counterpart of this Amendment on or before 5:00 p.m. New York time on February 3, 2006, equal to 0.09% of its Commitment under the Agent a certificate to that effect executed by a Responsible Officer of the Borrower)Credit Agreement; and 3. all other fees required to be paid, and all expenses for which invoices have been presented (eincluding the reasonable fees and expenses of legal counsel) The Borrower shall have delivered to in connection with the Bankspreparation and delivery of this Amendment, at including, without limitation, the Borrower's expense, an originally executed opinion reasonable fees and disbursements of the Borrower's General Counsel concerning this Amendment in form and substance satisfactory counsel to the Agent. If acceptable to the Agent, any of the above documents may be delivered to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on the effectiveness of this Amendment.

Effectiveness of Amendment. This Amendment will The amendments set forth in Section 1 above and the addition of the Designated Borrowing Subsidiary as a Borrowing Subsidiary pursuant to Section 2 above shall become effective as of when the Effective Date, subject to the satisfaction of the following conditions on or before March 14, 1997. (a) The Administrative Agent shall have received from each all of the Borrowerfollowing (provided that the following are received on or before December 15, 2005): (i) counterparts of this Amendment executed by Anixter, the Issuing BankBorrowing Subsidiaries (including the Designated Borrowing Subsidiary), the Guarantors, the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent; (ii) Foreign Currency Notes executed by the Designated Borrowing Subsidiary payable to the order of each Foreign Currency Lender requesting such a Note, each in the principal amount of such Foreign Currency Lender's Foreign Currency Commitment, and a Swing Line Note executed by the Banks a duly executed original Designated Borrowing Subsidiary payable to the order of this Amendment; the Swing Line Lender in the principal amount of the Swing Line Loan Commitment; (biii) No Default or Event all documents as shall reasonably demonstrate the existence of Default shall have occurred the Designated Borrowing Subsidiary, the corporate power and be continuing on authority of the Effective Date Loan Parties (including the Designated Borrowing Subsidiary) to enter into and the Borrower shall have delivered validity with respect to the Agent a certificate to that effect executed by a Responsible Officer of Loan Parties (including the Borrower); (cDesignated Borrowing Subsidiary) The Agent shall have received a duly executed certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance other Loan Documents and any other matters relevant hereto (including opinions of the Borrower's obligations under the Credit Agreementcounsel), as amended hereby; (d) Each of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment all in form and substance satisfactory to the Administrative Agent. If acceptable to the Agent, ; and (iv) any of the above documents may be delivered to the Agent by facsimile governmental and third party approvals necessary or advisable in connection with the original copy to follow by mail or courier. Upon the apparent satisfaction execution, delivery and performance of the above conditions, the Agent will notify the Borrower and the Banks of such fact; provided, however that any failure this Amendment by the Agent to provide such notice shall have no effect on the effectiveness of this AmendmentLoan Parties.

Effectiveness of Amendment. This Amendment will shall become effective as of the Effective Date, subject to date hereof upon receipt by the satisfaction Agent of the following conditions on or before March 14following, 1997. (a) The Agent shall have received from each of the Borrower, the Issuing Bank, and the Banks a duly executed original of this Amendment; (b) No Default or Event of Default shall have occurred and be continuing on the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); (c) The Agent shall have received a duly executed certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations under the Credit Agreement, as amended hereby; (d) Each of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form and substance satisfactory to the Agent. If acceptable Agent and the Lenders: (a) at least five copies of this Amendment, each duly executed and delivered by the Company and each Lender; (b) an Officer's Certificate executed by an authorized officer of the Company to the Agent, any effect that after giving effect to this Amendment (i) all representations and warranties of the above documents may be delivered Company set forth in the Financing Agreement and in any other document, instrument or agreement entered into in connection with the Financing Agreement (together with the Financing Agreement, the "Loan Documents") are true and correct in all material respects on and as of the 1995 Amendment Effective Date, after giving effect to the Agent by facsimile 1995 Term Loan and application of the proceeds thereof, and (ii) the Company is in compliance with all of the terms and provisions set forth in the Financing Agreement and the other Loan Documents; (c) a legal opinion of Nelson, Mullins, Rile▇ & ▇car▇▇▇▇▇▇▇, ▇ounsel for the Company, as to such matters in connection with the original copy to follow transactions contemplated by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks of such fact; provided, however that any failure this Amendment as may reasonably be requested by the Agent or any Lender; (d) confirmations duly executed and delivered by the Guarantors of their Guaranties and the Pledge Agreements in the form attached to provide this Amendment; (e) the amendment fee in an amount equal to $15,000, which fee is fully-earned by the Agent and the Lenders when paid and shall not be subject to refund or rebate; (f) notes duly executed by the Company, payable to the order of each Lender, in the form of Annex 1 hereto, properly completed (the "1995 Notes"); and (g) such notice shall have no effect on other documents, instruments and certificates as the effectiveness of Agent or any Lender may reasonably request in connection with the transactions contemplated by this Amendment.

Effectiveness of Amendment. This Sections 1 and 2 of this Amendment will shall become effective as of the Effective Datedate hereof upon receipt by the Agent of an amendment fee in the amount of $10,000, subject for the ratable account of the Lenders, and of the following, each in form and substance satisfactory to the satisfaction of Agent and the following conditions on or before March 14, 1997.Lenders: (a) The Agent shall have received from each of the Borrower, the Issuing Bank, and the Banks a duly executed original at least five copies of this Amendment, each duly executed and delivered by the Company and each Lender; (b) No Default or Event replacement Promissory Notes, dated the effective date of Default shall have occurred this Amendment and be continuing on duly executed and delivered by the Effective Date (and the Borrower shall have delivered Company, payable to the Agent a certificate to that effect executed by a Responsible Officer order of each Lender, evidencing such Lender's pro rata share of the Borrowerincrease in the Revolving Line of Credit effected by this Amendment, in the form attached as Annex 1 to this Amendment (the "1997 Revolving Credit Notes"); (c) The Agent shall have received a duly executed certificate of the Secretary or an Assistant Secretary of the BorrowerCompany as to the Company's articles or certificate of incorporation and bylaws as in effect on the effective date of this Amendment (and having copies thereof attached thereto or certifying that there has been no amendment thereto since the last date on which such constituent documents were delivered to the Agent and the Lenders pursuant to the Financing Agreement), dated the Effective Date, certifying as to the resolutions of the Company's Board of Directors of (and shareholder approvals, if necessary) adopted in connection with the Borrower authorizing the Company's execution and delivery of this Amendment and as to the performance incumbency of officers of the Borrower's obligations under Company authorized to sign this Amendment, the 1997 Revolving Credit AgreementNotes and the other instruments, as amended herebycertificates and documents contemplated to be delivered by the Company in connection with the effectiveness of this Amendment; (d) Each an Officer's Certificate executed by an authorized officer of the Company to the effect that, both before and after giving effect to this Amendment (i) all representations and warranties of the Company set forth in Article 9.01 of the Credit Financing Agreement shall be and in any other document, instrument or agreement entered into in connection with the Financing Agreement (together with the Financing Agreement, the "Loan Documents") are true and correct in all material respects on and as of the Effective Date date thereof and (ii) the Company is in compliance with all of the terms and provisions set forth in the Financing Agreement and the Borrower shall have other Loan Documents; (e) confirmations duly executed and delivered by the Guarantors of their Guaranties in the form attached to this Amendment; (f) a legal opinion letter of Hask▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇n▇ & ▇ohn▇▇▇▇, counsel for the Company, in such form and as to such matters relevant to the effectiveness of this Amendment as the Agent a certificate to that effect executed by a Responsible Officer of the Borrower)may reasonably request; and (eg) The Borrower shall have delivered to the Bankssuch other documents, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form instruments and substance satisfactory to the Agent. If acceptable to the Agent, any of the above documents may be delivered to certificates as the Agent by facsimile or any Lender may reasonably request in connection with the original copy to follow transactions contemplated by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and the Banks of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on the effectiveness of this Amendment.

Effectiveness of Amendment. This Amendment will shall become effective (the "Effective Date") upon the later of (i) delivery from Borrower to each Bank of a Note in a face amount equal to such Bank's Commitment (as amended by this Amendment) which note shall amend and restate and be in replacement of and substitution for its existing promissory note (such amended and restated promissory note, when executed and delivered, shall be deemed one of the Effective DateNotes for all purposes of the Agreement) and documents relating thereto, subject (ii) receipt by the Agent of counterparts of this Amendment duly signed by each party hereto, (iii) receipt by the Agent of a fully executed copy of an Amendment to the satisfaction Pledge Agreement in the form of Exhibit B to Amendment No. 2, (iv) receipt by the Agent of one or more certificates representing all the issued and outstanding shares of Suprema Northwest and an irrevocable power of attorney with respect to such shares in the form of Exhibit A to the Pledge Agreement, (v) the payment of the following conditions on or before March 14, 1997. (a) The Agent shall have received from each of the Borrower, the Issuing Bank, fees and the Banks a duly executed original expenses set forth in Section 7 of this Amendment; , (bvi) No Default or Event receipt by the Agent of Default corporate resolutions and certificates of good standing with respect to Borrower and Guarantor, (vii) receipt by the Agent of such other documents that it shall have occurred and be continuing on reasonably request, including without limitation duly executed Uniform Commercial Code financing statements with respect to all Collateral owned by Suprema Northwest, (vii) receipt by the Effective Date (and the Borrower shall have delivered Agent of evidence to the Agent a certificate to that effect executed by a Responsible Officer consummation of the Borrower); Permitted Snake River Transaction and (cix) The Agent shall have received a duly executed certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment and the performance of the Borrower's obligations under the Credit Agreement, as amended hereby; (d) Each of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered to receipt by the Agent a certificate to that effect executed by a Responsible Officer of the Borrower); and (e) The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Borrower's General Counsel concerning this Amendment in form and substance satisfactory counsel to the Agent. If acceptable to the Agent, any of the above documents may be delivered to the Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and Guarantor substantially similar to the Banks opinion of such fact; provided, however that any failure by the Agent to provide such notice shall have no effect on the effectiveness of this Amendmentcounsel provided in connection with Amendment No. 1.