Common use of Conditions to Amendment Clause in Contracts

Conditions to Amendment. The following are conditions to this Amendment and must be satisfied to Administrative Agent’s satisfaction: (a) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ have executed and delivered to Administrative Agent this Amendment and other documents to be executed and delivered in connection herewith; (b) ▇▇▇▇▇▇▇▇ has paid to Administrative Agent a loan Extension Fee in the amount of $80,800.00; (c) Borrower has paid all expenses incurred by Administrative Agent in connection with this transaction, including appraisal fees, title policy premiums, Amendment to Loan Agreement 4 recording fees and closing costs, as applicable; (▇) ▇▇▇▇▇▇▇▇ has paid the fees and expenses of counsel to Administrative Agent incurred in connection with the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewith; (e) Borrower has paid for and provided to Administrative Agent a loan policy of title insurance in a form acceptable to Administrative Agent, in its sole and absolute discretion, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum amount of the New TCB Note, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations; (f) Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authority; and (g) Borrower has provided Administrative Agent such other items as Administrative Agent may reasonably require. Notwithstanding the terms and conditions of the Fee Letter, immediately upon Administrative Agent’s grant, and ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee in the amount set forth in Section 10(b) above. Furthermore, notwithstanding the terms and conditions of the Fee Letter, the second Extension Fee in the amount of $80,800.00 shall be paid on or before the effective date of Extension Period (Second), as applicable.

Conditions to Amendment. The following are conditions to effectiveness of this First Amendment and must be satisfied the obligations of CII hereunder are subject to Administrative Agent’s satisfactionthe following conditions: SECTION 1.1 The Company shall execute and deliver to CII an Addendum to Convertible Subordinated Debenture in the original principal amount of Seven hundred Sixty-Three Thousand Two Hundred Eight Dollars ($763,208.00) and having a final maturity date of December 31, 1999 in form and substance satisfactory to CII (the "Addendum to Debenture"). SECTION 1.2 CII shall have received a First Amendment to Escrow Agreement modifying the terms thereof. SECTION 1.3 CII shall have received from the Company an Addendum to the Class I Warrants, and Addendum to the Class II Warrants and an Addendum to the Class III Warrants, all in form and substance satisfactory to CII. SECTION 1.4 CII shall have received each of the other documents and items listed below, all in form and substance satisfactory to CII: (a) Certificate of the Secretary of the Company, certifying: (i) the accuracy of the corporate resolutions attached thereto authorizing the transactions contemplated hereby and the execution of all necessary documents; (ii) that the Certificate of Incorporation attached thereto has not been amended and is in full force and effect; (iii) that the Bylaws attached thereto are accurate and have not been amended and are in full force and effect; and (iv) that the named officers are incumbent and that their signatories are as shown; (b) Certificate of Good Standing of recent date issued by the Secretary of the State of Connecticut for the Company; (c) Tax clearance letters of recent date from the State of Connecticut Department of Revenue Services for the Company (corporate business tax and sales and use tax); (d) Opinion letter of Company's counsel, ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ in form and ▇▇substance satisfactory to CII; (e) A check from the Company made payable to the order of ▇▇▇▇▇▇▇ have executed and delivered to Administrative Agent this Amendment and other documents to be executed and delivered in connection herewith; (b) ▇& ▇▇▇▇▇▇▇ has paid in an amount to Administrative Agent a loan Extension Fee in the amount of $80,800.00;3,147.93 for past due fees and expenses; and (cf) Borrower has paid all expenses incurred by Administrative Agent in connection with this transaction, including appraisal fees, title policy premiums, Amendment A closing check from the Company made payable to Loan Agreement 4 recording fees and closing costs, as applicable; (▇) ▇the order of ▇▇▇▇▇▇▇ has paid the fees and expenses of counsel to Administrative Agent incurred in connection with the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewith; (e) Borrower has paid for and provided to Administrative Agent a loan policy of title insurance in a form acceptable to Administrative Agent, in its sole and absolute discretion, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum amount of the New TCB Note, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations; (f) Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authority; and (g) Borrower has provided Administrative Agent such other items as Administrative Agent may reasonably require. Notwithstanding the terms and conditions of the Fee Letter, immediately upon Administrative Agent’s grant, and & ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee ▇ for its legal fees and expenses incurred in the amount set forth in Section 10(b) above. Furthermore, notwithstanding the terms and conditions of the Fee Letter, the second Extension Fee in the amount of $80,800.00 shall be paid on or before the effective date of Extension Period (Second), as applicableconnection herewith.

Conditions to Amendment. The following are conditions a. Unless otherwise agreed to by the Bank in writing, concurrently with the execution of this Amendment Amendment, and must be satisfied to Administrative Agent’s satisfactionas a condition of its effectiveness: (ai) ▇▇▇▇▇▇▇▇ Borrower shall execute and ▇▇▇▇▇▇▇▇▇ have executed and delivered deliver to Administrative Agent this Amendment and other documents to be executed and delivered the Bank the Allonge in connection herewiththe form annexed hereto as Exhibit A; (bii) ▇▇▇▇▇▇▇▇ has paid Borrower and each of the Guarantors shall execute and deliver to Administrative Agent the Bank a loan Extension Fee Security Agreement in the amount form annexed hereto as Exhibit B (the "Security Agreement"), granting to the Bank a valid security interest in all present and future inventory and accounts receivable of $80,800.00the Borrower and each of the Guarantors, and all proceeds thereof; (ciii) Borrower has and each Guarantor shall execute and deliver to the Bank UCC-1 financing statements, satisfactory in form and substance to the 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 all expenses incurred by Administrative Agent the $15,000 facility fee due and payable in connection with this transactionAmendment and all costs and expenses (including, including appraisal without limitation, reasonable attorneys' fees, title policy premiums, Amendment to Loan Agreement 4 recording fees and closing costs, as applicable) incurred by the Bank in connection with this Amendment; (▇vi) ▇▇▇▇▇▇▇▇ has paid Borrower and the fees Guarantors shall have delivered to the Bank a Landlord Waiver and expenses 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; (vii) The Bank shall have received the legal opinion of counsel to Administrative Agent incurred in connection with Borrower and the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewith; (e) Borrower has paid for and provided to Administrative Agent a loan policy of title insurance in a form acceptable to Administrative AgentGuarantors, in its sole and absolute discretion, issued covering such matters reasonably requested by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, Bank and in form and substance reasonably satisfactory to the maximum amount of the New TCB Note, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations; (f) Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authorityBank; and (gviii) Borrower has provided Administrative Agent such The Bank shall have received all searches, reports, certificates, corporate resolutions and other items documents and instruments as Administrative Agent may reasonably require. Notwithstanding be required by the terms and conditions Bank to verify the accuracy of the Fee Letter, immediately upon Administrative Agent’s grant, representations and ▇▇▇▇▇▇▇▇’s exercise, of warranties and compliance with the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee covenants contained in the amount set forth in Section 10(b) above. Furthermore, notwithstanding the terms and conditions of the Fee Letter, the second Extension Fee in the amount of $80,800.00 shall be paid on or before the effective date of Extension Period (Second), as applicableCredit Agreement.

Conditions to Amendment. The This Amendment shall become effective upon satisfaction of the following are conditions to this Amendment and must be satisfied to Administrative Agent’s satisfaction:precedent (the “Effective Date”): (a) ▇▇▇▇▇▇▇▇ the due execution and ▇▇▇▇▇▇▇▇▇ have executed and delivered delivery of a counterpart signature page to Administrative Agent this Amendment by the Borrower, the Guarantors, the Blackstone Representative, the Lenders and other documents to be executed and delivered in connection herewiththe Administrative Agent; (b) ▇▇▇▇▇▇▇▇ has paid the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects (except to Administrative Agent a loan Extension Fee 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 amount 7 Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of $80,800.00an earlier date, as of such earlier date); (c) Borrower has paid all expenses incurred by Administrative Agent payment of the Upsize Fee, in connection accordance with this transactionthe terms of, including appraisal fees, title policy premiums, and as such term is defined in Third Amendment to Loan Agreement 4 recording fees and closing costs, as applicableUpfront Fee Letter; (▇d) ▇▇▇▇▇▇▇▇ has paid the fees and expenses of counsel to Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent incurred in connection 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 to the additional Commitments made available on the Third Amendment Date), which shall have the Required Rating applicable thereto, and (b) an updated related Private Rating Rationale Report with the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewith;respect to such Debt Rating; and (e) Borrower has paid for and provided to the Administrative Agent and the Blackstone Representative shall have received (i) a loan policy Notice of title insurance in a form acceptable New Project with respect to Administrative Agent, in its sole and absolute discretion, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum amount of the New TCB Note, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations; (f) Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authority; and (g) Borrower has provided Administrative Agent such other items as Administrative Agent may reasonably require. Notwithstanding the terms and conditions of the Fee Letter, immediately upon Administrative Agent’s grant, and ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee in the amount Projects set forth in Section 10(b) above. FurthermoreSchedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitions, notwithstanding including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms and conditions of the Fee LetterLoan Documents, and (ii) each other document listed on the second Extension Fee in the amount of $80,800.00 shall be paid closing checklist delivered to Borrower on or before prior to the effective date of Extension Period (Second), as applicablethis Amendment in form and substance reasonably satisfactory to the Blackstone Representative.

Conditions to Amendment. The This Amendment shall become effective upon the satisfaction of the following are conditions to this precedent (the “Third Amendment and must be satisfied to Administrative Agent’s satisfaction:Effective Date”): (a) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ have executed and delivered to The Administrative Agent shall have received this Amendment Amendment, duly executed by the Administrative Agent, the Lenders and other documents to be executed and delivered in connection herewiththe Borrower; (b) ▇▇▇▇▇▇▇▇ has paid to The Administrative Agent a loan Extension shall have received the Third Amendment Fee in Letter, duly executed by the amount of $80,800.00Administrative Agent and the Borrower; (c) Borrower has paid all expenses incurred by 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 connection with this transaction, including appraisal fees, title policy premiums, Amendment form and substance reasonably satisfactory to Loan Agreement 4 recording fees and closing costs, as applicablethe Administrative Agent; (▇d) ▇▇▇▇▇▇▇▇ has paid the fees and expenses of counsel to The Administrative Agent incurred 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 connection with form and substance reasonably satisfactory to the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewithAdministrative Agent; (e) Borrower has paid for and provided to The Administrative Agent shall have received a loan policy copy of title insurance a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent and the Lenders, in a form acceptable and substance satisfactory to the Administrative Agent, in its sole and absolute discretion, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum amount of the New TCB Note, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations; (f) The Administrative Agent has shall have received certificates 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 existence legal counsel), on or before the date hereof; (g) Immediately before and good standing after giving effect to this Amendment, each of the representations and warranties of each Loan Party set forth in the Credit Agreement and the other Loan Documents (other than with respect to the Existing Events of Default) are true and correct on and as of the date hereof (except to the extent that any such representation or similar documentation) for Borrower warranty which by its terms is made as of a specified date, such representation or warranty is true and its general partner, certified by the Secretary correct as of State or other governmental authoritysuch specified date); and (gh) Borrower has provided Administrative Agent such Immediately before and after giving effect to this Amendment, no Default (other items as Administrative Agent may reasonably require. Notwithstanding than the terms Existing Events of Default) shall have occurred and conditions of the Fee Letter, immediately upon Administrative Agent’s grant, and ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee in the amount set forth in Section 10(b) above. Furthermore, notwithstanding the terms and conditions of the Fee Letter, the second Extension Fee in the amount of $80,800.00 shall be paid on or before the effective date of Extension Period (Second), as applicablecontinuing.

Conditions to Amendment. The following are conditions obligation of the Agent and Lenders to enter into this Amendment renewing the loan facility pursuant to the Loan Agreement and must be making certain other modifications thereto is subject to the following conditions precedent having been satisfied in a manner satisfactory to Administrative Agent’s satisfactionthe 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 executed performed and delivered to Administrative Agent this Amendment complied with all covenants, agreements and conditions contained herein and the other documents Loan Documents which are required to be executed and delivered in connection herewith;performed or complied with by the Borrower before or on the date hereof. (b) ▇▇▇▇▇▇▇▇ has paid to Administrative Agent a loan Extension Fee Except as set forth on EXHIBIT B, all representations and warranties made under the Loan Agreement and in the amount other Loan Documents shall be true and correct in all material respects as of $80,800.00;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 has shall have paid all fees and expenses of the Agent and the Attorney Costs incurred by Administrative Agent in connection with this transaction, including appraisal fees, title policy premiums, Amendment and any of the Loan Documents and the transactions contemplated thereby to Loan Agreement 4 recording fees and closing costs, as applicable;the extent invoiced. (▇f) ▇▇▇▇▇▇▇▇ has paid The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the fees Agent, of all insurance coverage as required by this Agreement. (g) The Agent and expenses the Lenders shall have had an opportunity, if they so choose, to examine the books of counsel account and other records and files of the Borrower and to Administrative 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 incurred 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 preparation and negotiation execution of this Amendment Amendment, all other Loan Documents and other all documents executed and delivered papers relating thereto shall be satisfactory in connection herewith;form, scope, and substance to the Agent and the Lenders. (ej) Borrower has paid for and provided to Administrative Agent a loan policy of title insurance in a form acceptable to Administrative AgentNo Material Adverse Effect shall have occurred since the Financial Statements dated June 30, in its sole and absolute discretion, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum amount of the New TCB Note, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations; (f) Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authority; and (g) Borrower has provided Administrative Agent such other items as Administrative Agent may reasonably require. Notwithstanding the terms and conditions of the Fee Letter, immediately upon Administrative Agent’s grant, and ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee in the amount set forth in Section 10(b) above. Furthermore, notwithstanding the terms and conditions of the Fee Letter, the second Extension Fee in the amount of $80,800.00 shall be paid on or before the effective date of Extension Period (Second), as applicable2002.

Conditions to Amendment. The This Amendment shall become effective upon satisfaction of the following are conditions to this Amendment and must be satisfied to Administrative Agent’s satisfaction:precedent (the “Effective Date”): (a) ▇▇▇▇▇▇▇▇ the due execution and ▇▇▇▇▇▇▇▇▇ have executed and delivered delivery of a counterpart signature page to Administrative Agent this Amendment by the Borrower, the Guarantors, the Blackstone Representative, the Lenders and other documents to be executed and delivered in connection herewiththe Administrative Agent; (b) ▇▇▇▇▇▇▇▇ has paid the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects (except to Administrative Agent a loan Extension Fee 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 amount Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of $80,800.00an earlier date, as of such earlier date); (c) Borrower has paid all expenses incurred by Administrative Agent payment of the Upsize Fee, in connection accordance with this transactionthe terms of, including appraisal fees, title policy premiums, and as such term is defined in Second Amendment to Loan Agreement 4 recording fees and closing costs, as applicableUpfront Fee Letter; (▇d) ▇▇▇▇▇▇▇▇ has paid the fees and expenses of counsel to Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent incurred in connection 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 to the additional Commitments made available on the Second Amendment Date), which shall have the Required Rating applicable thereto, and (b) an updated related Private Rating Rationale Report with the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewith;respect to such Debt Rating; and (e) Borrower has paid for and provided to the Administrative Agent and the Blackstone Representative shall have received (i) a loan policy Notice of title insurance in a form acceptable New Project with respect to Administrative Agent, in its sole and absolute discretion, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum amount of the New TCB Note, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations; (f) Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authority; and (g) Borrower has provided Administrative Agent such other items as Administrative Agent may reasonably require. Notwithstanding the terms and conditions of the Fee Letter, immediately upon Administrative Agent’s grant, and ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee in the amount Projects set forth in Section 10(b) above. FurthermoreSchedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitions, notwithstanding including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms and conditions of the Fee LetterLoan Documents, and (ii) each other document listed on the second Extension Fee in the amount of $80,800.00 shall be paid closing checklist delivered to Borrower on or before prior to the effective date of Extension Period (Second), as applicablethis Amendment in form and substance reasonably satisfactory to the Blackstone Representative.

Conditions to Amendment. The This Amendment shall become effective upon satisfaction of the following are conditions to this Amendment and must be satisfied to Administrative Agent’s satisfaction:precedent (the “Effective Date”): (a) ▇▇▇▇▇▇▇▇ the due execution and ▇▇▇▇▇▇▇▇▇ have executed and delivered delivery of a counterpart signature page to Administrative Agent this Amendment by the Borrower, the Guarantors, the Blackstone Representative, the Lenders and other documents to be executed and delivered in connection herewiththe Administrative Agent; (b) ▇▇▇▇▇▇▇▇ has paid the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects (except to Administrative Agent a loan Extension Fee 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 amount Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of $80,800.00an earlier date, as of such earlier date); (c) Borrower has paid all expenses incurred by Administrative Agent payment of the Upsize Fee, in connection accordance with this transactionthe terms of, including appraisal fees, title policy premiums, and as such term is defined in First Amendment to Loan Agreement 4 recording fees and closing costs, as applicableUpfront Fee Letter; (▇d) ▇▇▇▇▇▇▇▇ has paid the fees and expenses of counsel to Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent incurred in connection 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 to the additional Commitments made available on the First Amendment Date), which shall have the Required Rating applicable thereto, and (b) an updated related Private Rating Rationale Report with the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewith;respect to such Debt Rating; and (e) Borrower has paid for and provided to the Administrative Agent and the Blackstone Representative shall have received (i) a loan policy Notice of title insurance in a form acceptable New Project with respect to Administrative Agent, in its sole and absolute discretion, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum amount of the New TCB Note, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations; (f) Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authority; and (g) Borrower has provided Administrative Agent such other items as Administrative Agent may reasonably require. Notwithstanding the terms and conditions of the Fee Letter, immediately upon Administrative Agent’s grant, and ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee in the amount Projects set forth in Section 10(b) above. FurthermoreSchedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitions, notwithstanding including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms and conditions of the Fee LetterLoan Documents, and (ii) each other document listed on the second Extension Fee in the amount of $80,800.00 shall be paid closing checklist delivered to Borrower on or before prior to the effective date of Extension Period (Second), as applicablethis Amendment in form and substance reasonably satisfactory to the Blackstone Representative.

Conditions to Amendment. The effectiveness of the Amendment is subject to the satisfaction on or prior to the Outside Date (as defined in the PSA), of each of the following conditions precedent (the first date on which all such conditions are conditions to this satisfied, the “Fifth Amendment and must be satisfied to Administrative Agent’s satisfaction:Effective Date”): (a) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ the Sale shall have executed and delivered been consummated in accordance with the terms of the PSA, without giving effect to any modifications, amendments or waivers or consents that are adverse to the interests of the Lenders in any respect without the prior written consent of the Administrative Agent this Amendment (it being understood and other documents agreed that (i) any decrease in the amount of, or postponement of the time for payment of, any consideration payable to any of the Sellers, or provision permitting such consideration to be executed and delivered paid other than in connection herewithcash in Dollars, (ii) any extension of the “Outside Date”, (iii) any new or expanded condition to closing under the PSA or any expansion or amendment which increases any condition to closing under the PSA (but not any waiver of any condition by the Buyer), (iv) any increase in (or decrease in any deductible or threshold amount relating to) indemnification, expense reimbursement or other payment, whether contingent or otherwise, to be made by or on behalf of any Seller, or any unfavorable (to any Seller) change in contingencies relating thereto or (v) any assignment by a Loan Party of any rights it may have under the PSA to any Person other than a Loan Party (each, a “Deemed Adverse Amendment”) is deemed adverse to the interests of the Lenders); (b) ▇▇▇▇▇▇▇▇ has all amounts paid to any Seller under the PSA, prior to or on the Fifth Amendment Effective Date, shall have been paid to the Administrative Agent a loan Extension Fee for application to repay outstanding Obligations in accordance with the amount terms of $80,800.00the Existing Credit Agreement; (c) Borrower has paid all expenses incurred by Administrative Agent the Loan Parties shall have prepaid, after the date of this Agreement and prior to or on the Fifth Amendment Effective Date, in accordance with Section 2.10(a) of the Existing Credit Agreement, a principal amount of the Term Loans in an amount necessary to cause the aggregate outstanding principal amount of the Term Loans, after giving effect to such prepayment, to be equal to or less than $30,000,000 (the “Term Loan Prepayment”), together with accrued and unpaid interest on such principal amount repaid and any other amounts due and owing in connection with this transaction, including appraisal fees, title policy premiums, Amendment such prepayment pursuant to Loan Agreement 4 recording fees and closing costs, as applicableSection 2.15 of the Existing Credit Agreement; (▇d) ▇▇▇▇▇▇▇▇ has paid Ultimate Parent shall have, after the fees and expenses of counsel to Administrative Agent incurred in connection with the preparation and negotiation date of this Agreement and prior to or on the Fifth Amendment and other documents executed and delivered Effective Date, contributed to the common equity of Holdings or repaid intercompany debt owed by Ultimate Parent to any Loan Party as of the date of this Agreement, in connection herewithan aggregate amount of cash not less than $[REDACTED] in Dollars in immediately available funds, all of which shall be paid by Ultimate Parent to an account of a Loan Party that is subject to a Control Agreement; (e) Borrower has paid for and provided to Administrative Agent a loan policy of title insurance in a form acceptable to Administrative Agentno Revolving Loans, in its sole and absolute discretionLC Exposure or any other Secured Obligation (other than any expense reimbursement obligation not yet due or any contingent indemnification obligation), issued by other than the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum principal amount of the New TCB NoteTerm Loans and accrued and unpaid interest thereon, insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvementsafter giving effect to Term Loan Prepayment, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulationsshall exist or otherwise be outstanding; (f) the Administrative Agent has shall have received certificates either (i) a completed Perfection Certificate, dated the Fifth Amendment Effective Date with information provided therein giving effect to the Sale and each other transaction contemplated by the PSA, together with all attachments contemplated thereby, or (ii) a certificate that the information provided in the Pro Forma Perfection Certificate delivered pursuant to Section 3(c) hereof is true, correct and complete as of existence such date, in either case, signed by a Responsible Officer of the Loan Parties; (g) the representations and good standing warranties in clauses (a) through (c) of Section 5 hereof (in the case of representations contained in clause (c), solely to the extent constituting Specified Representations (and expressly excluding any representation or warranty in clause (c) of Section 5 hereof that is not a Specified Representation) shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar documentationterm or qualification, in all respects) for on and as of such date, provided that to the extent that a representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar term or qualification, in all respects) as of such date or period, as the case may be; (h) no Default or Event of Default shall have occurred and be continuing immediately before and immediately after giving effect to the Amendment, other than any such Default or Event of Default the occurrence of which is a result of an event beyond the control of any of the Loan Parties (it being understood and agreed that (i) compliance with the Financial Covenants and (ii) any covenant requiring action by a third party or which would be breached as a result of actions by a third party are beyond the control of any of the Loan Parties); (i) the Administrative Agent shall have received a certificate dated the date of this Agreement and signed on behalf of the Borrower Representative by a Responsible Officer, certifying on behalf of the Loan Parties that each condition set forth in clauses (a) through (d) and its general partner, certified by the Secretary clauses (g) and (h) of State or other governmental authoritythis Section 4 has been satisfied on such date; and (gj) Borrower has provided the Administrative Agent such other items as Administrative Agent may reasonably require. Notwithstanding shall have received the terms reasonable fees, costs and conditions expenses payable to it in accordance with Section 9.03(a) of the Fee LetterCredit Agreement, immediately upon Administrative Agent’s grant, and ▇▇▇▇▇▇▇▇’s exercise, including in connection with this Agreement (but without regard to the last sentence of the Extension Period (Firstsuch Section), Borrower shall pay to Administrative Agent the Extension Fee in extent invoiced at least two (2) Business Days prior to the amount set forth in Section 10(b) above. Furthermore, notwithstanding the terms and conditions of the Fee Letter, the second Extension Fee in the amount of $80,800.00 shall be paid on or before the effective date of Extension Period (Second), as applicableFifth Amendment Effective Date.

Conditions to Amendment. The This Amendment shall become effective upon the satisfaction of the following are conditions to this precedent (the "Fourth Amendment and must be satisfied to Administrative Agent’s satisfaction:Effective Date"): (a) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ have executed and delivered to The Administrative Agent shall have received this Amendment Amendment, duly executed by the Administrative Agent, the Lenders and other documents to be executed and delivered in connection herewiththe Borrower; (b) ▇▇▇▇▇▇▇▇ has paid to The Administrative Agent shall have received a loan Extension Fee 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 amount of $80,800.00Administrative Agent; (c) Borrower has paid all expenses incurred by The Administrative Agent shall have received a copy of a borrowing base certificate to the ABL Credit Agreement, duly executed by the Borrower, in connection with this transaction, including appraisal fees, title policy premiums, Amendment form and substance reasonably satisfactory to Loan Agreement 4 recording fees and closing costs, as applicablethe Administrative Agent; (▇d) ▇▇▇▇▇▇▇▇ has paid the fees and expenses of counsel to The Administrative Agent incurred 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 connection with form and substance reasonably satisfactory to the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewithAdministrative Agent; (e) Borrower has paid for and provided to The Administrative Agent a loan policy of title insurance shall have received evidence, in a form acceptable and substance reasonably satisfactory to the Administrative Agent, in its sole and absolute discretion, issued by that all of the Title Company, on a coinsurance or reinsurance basis Escrowed Proceeds (with direct access endorsement or rights) if required by Administrative Agent, as defined in the maximum amount December 2024 Consent) (net of all funding fees and escrow fees) have been released from the New TCB Note, insuring that Escrow Account (as defined in the Security Instrument constitutes December 2024 Consent) and applied as a valid second lien covering prepayment to the Land and Improvements, subject only to those exceptions that Administrative Agent may approve ABL Obligations in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulationsaccordance with the ABL Credit Agreement; (f) The Administrative Agent has shall have received certificates all expenses for which invoices have been presented (including the reasonable fees and expenses of existence legal counsel) on or before the date hereof; (g) Immediately before and good standing after giving effect to this Amendment, each of the representations and warranties of each Loan Party set forth in the Credit Agreement and the other Loan Documents (other than with respect to the Existing Events of Default) are true and correct on and as of the date hereof (except to the extent that any such representation or similar documentation) for Borrower warranty which by its terms is made as of a specified date, such representation or warranty is true and its general partner, certified by the Secretary correct as of State or other governmental authoritysuch specified date); and (gh) Borrower has provided Administrative Agent such Immediately before and after giving effect to this Amendment, no Default (other items as Administrative Agent may reasonably require. Notwithstanding than the terms Existing Events of Default) shall have occurred and conditions of the Fee Letter, immediately upon Administrative Agent’s grant, and ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (First), Borrower shall pay to Administrative Agent the Extension Fee in the amount set forth in Section 10(b) above. Furthermore, notwithstanding the terms and conditions of the Fee Letter, the second Extension Fee in the amount of $80,800.00 shall be paid on or before the effective date of Extension Period (Second), as applicablecontinuing.