Common use of Conditions to Amendment Clause in Contracts

Conditions to Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (the “Effective Date”): (a) the due execution and delivery of a counterpart signature page to this Amendment by the Borrower, the Guarantors, the Blackstone Representative, the Lenders and the Administrative Agent; (b) the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the 7 Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date); (c) payment of the Upsize Fee, in accordance with the terms of, and as such term is defined in Third Amendment Upfront Fee Letter; (d) the Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (after giving effect to the 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 respect to such Debt Rating; and (e) the Administrative Agent and the Blackstone Representative shall have received (i) a Notice of New Project with respect to the New Projects set forth in Schedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitions, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documents, and (ii) each other document listed on the closing checklist delivered to Borrower on or prior to the date of this Amendment in form and substance reasonably satisfactory to the Blackstone Representative.

Conditions to Amendment. This The effectiveness of the Amendment shall become effective upon 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 satisfied, the “Fifth Amendment Effective Date”): (a) the due execution Sale shall have 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 (it being understood and delivery agreed that (i) any decrease in the amount of, or postponement of a counterpart signature page the time for payment of, any consideration payable to this Amendment any of the Sellers, or provision permitting such consideration to be paid other than in cash 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 BorrowerBuyer), (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 GuarantorsPSA to any Person other than a Loan Party (each, a “Deemed Adverse Amendment”) is deemed adverse to the Blackstone Representative, interests of the Lenders and the Administrative AgentLenders); (b) 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 for application to repay outstanding Obligations in accordance with the terms of the Existing Credit Agreement; (c) 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 such prepayment pursuant to Section 2.15 of the Existing Credit Agreement; (d) Ultimate Parent shall have, after the date of this Agreement and prior to or on the Fifth Amendment 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 an 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) no Revolving Loans, LC Exposure or any other Secured Obligation (other than any expense reimbursement obligation not yet due or any contingent indemnification obligation), other than the principal amount of the Term Loans and accrued and unpaid interest thereon, after giving effect to Term Loan Prepayment, shall exist or otherwise be outstanding; (f) the Administrative Agent shall have received 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 such date, in either case, signed by a Responsible Officer of the Loan Parties; (g) the representations and warranties in clauses (a) through (c) of Section 5 hereof (in the Borrower set forth herein 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 (except to the extent such representations and warranties are already or, if qualified by materiality or “materiality”, “Material Adverse Effect” or similar term or qualification, which representations and warranties shall be true and correct in all respects) on and as of the 7 Effective Date (orsuch date, provided that to the extent that any such a representation and warranty specifically refers to a given date or warranty is expressly stated to have been made as of an earlier dateperiod, 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 earlier date)date or period, as the case may be; (ch) payment no Default or Event of the Upsize Fee, in accordance with the terms of, and as such term is defined in Third Amendment Upfront Fee Letter; (d) the Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent and the Blackstone Representative Default shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (occurred and be continuing immediately before and immediately after giving effect to the to Amendment, other than any such Default or Event of Default the additional Commitments made available on occurrence of which is a result of an event beyond the Third Amendment Datecontrol 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), which ; (i) the Administrative Agent shall have received a certificate dated the Required Rating applicable theretodate 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 clauses (g) and (bh) an updated related Private Rating Rationale Report with respect to of this Section 4 has been satisfied on such Debt Ratingdate; and (ej) the Administrative Agent and the Blackstone Representative shall have received (ithe reasonable fees, costs and expenses payable to it in accordance with Section 9.03(a) a Notice of New Project with respect to the New Projects set forth in Schedule 1.01E hereto and all documents required to be delivered Credit Agreement, including in connection with each such New Project and related Permitted Acquisitions, including a Guarantee Assumption this Agreement and a Contribution Agreement as required pursuant (but without regard to the terms last sentence of such Section), to the Loan Documents, and extent invoiced at least two (ii2) each other document listed on the closing checklist delivered to Borrower on or Business Days prior to the date of this Fifth Amendment in form and substance reasonably satisfactory to the Blackstone RepresentativeEffective Date.

Conditions to Amendment. This The following are conditions to this Amendment shall become effective upon satisfaction of the following conditions precedent (the “Effective Date”):and must be satisfied to Administrative Agent’s satisfaction: (a) the due execution Xxxxxxxx and delivery of a counterpart signature page Xxxxxxxxx have executed and delivered to Administrative Agent this Amendment by the Borrower, the Guarantors, the Blackstone Representative, the Lenders and the Administrative Agentother documents to be executed and delivered in connection herewith; (b) Xxxxxxxx has paid to Administrative Agent a loan Extension Fee in the representations and warranties amount of the Borrower set forth herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the 7 Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date)$80,800.00; (c) payment of the Upsize FeeBorrower has paid all expenses incurred by Administrative Agent in connection with this transaction, in accordance with the terms ofincluding appraisal fees, title policy premiums, Amendment to Loan Agreement 4 recording fees and closing costs, as such term is defined in Third Amendment Upfront Fee Letterapplicable; (dx) Xxxxxxxx has paid the Required Ratings Test shall be satisfied andfees 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 connection therewithits sole and absolute discretion, the Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the Debt Rating 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 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 respect to such Debt RatingSecretary of State or other governmental authority; and (eg) the Borrower has provided Administrative Agent such other items as Administrative Agent may reasonably require. Notwithstanding the terms and conditions of the Blackstone Representative Fee Letter, immediately upon Administrative Agent’s grant, and Xxxxxxxx’s exercise, of the Extension Period (First), Borrower shall have received (i) a Notice of New Project with respect pay to Administrative Agent the New Projects Extension Fee in the amount set forth in Schedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted AcquisitionsSection 10(b) above. Furthermore, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to notwithstanding the terms and conditions of the Loan DocumentsFee Letter, and (ii) each other document listed on the closing checklist delivered to Borrower second Extension Fee in the amount of $80,800.00 shall be paid on or prior to before the effective date of this Amendment in form and substance reasonably satisfactory to the Blackstone RepresentativeExtension Period (Second), as applicable.

Conditions to Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (the “Effective Date”): (a) the due execution and delivery of a counterpart signature page to this Amendment by the Borrower, the Guarantors, the Blackstone Representative, the Lenders and the Administrative Agent; (b) the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the 7 Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date); (c) payment of the Upsize Fee, in accordance with the terms of, and as such term is defined in Third Second Amendment Upfront Fee Letter; (d) the Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (after giving effect to the to the additional Commitments made available on the Third Second Amendment Date), which shall have the Required Rating applicable thereto, and (b) an updated related Private Rating Rationale Report with respect to such Debt Rating; and (e) the Administrative Agent and the Blackstone Representative shall have received (i) a Notice of New Project with respect to the New Projects set forth in Schedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitions, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documents, and (ii) each other document listed on the closing checklist delivered to Borrower on or prior to the date of this Amendment in form and substance reasonably satisfactory to the Blackstone Representative.

Conditions to Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (the “Effective Date”): (a) the due execution and delivery of a counterpart signature page to this Amendment by the Borrower, the Guarantors, the Blackstone Representative, the Lenders and the Administrative Agent; (b) the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the 7 Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date); (c) payment of the Upsize Fee, in accordance with the terms of, and as such term is defined in Third First Amendment Upfront Fee Letter; (d) the Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (after giving effect to the to the additional Commitments made available on the Third First Amendment Date), which shall have the Required Rating applicable thereto, and (b) an updated related Private Rating Rationale Report with respect to such Debt Rating; and (e) the Administrative Agent and the Blackstone Representative shall have received (i) a Notice of New Project with respect to the New Projects set forth in Schedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitions, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documents, and (ii) each other document listed on the closing checklist delivered to Borrower on or prior to the date of this Amendment in form and substance reasonably satisfactory to the Blackstone Representative.

Conditions to Amendment. This The effectiveness of this First Amendment and the obligations of CII hereunder are subject to the following conditions: SECTION 1.1 The Company shall become effective upon satisfaction 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 following conditions precedent (the “Effective Date”):other documents and items listed below, all in form and substance satisfactory to CII: (a) Certificate of the due execution and delivery Secretary of a counterpart signature page to this Amendment by the BorrowerCompany, certifying: (i) the Guarantors, accuracy of the Blackstone Representative, corporate resolutions attached thereto authorizing the Lenders transactions contemplated hereby and the Administrative Agentexecution 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 representations and warranties Secretary of the Borrower set forth herein shall be true and correct in all material respects (except to State of Connecticut for 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 7 Effective Date (or, to the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date)Company; (c) payment Tax clearance letters of recent date from the Upsize Fee, in accordance with State of Connecticut Department of Revenue Services for the terms of, Company (corporate business tax and as such term is defined in Third Amendment Upfront Fee Lettersales and use tax); (d) Opinion letter of Company's counsel, Xxxx Xxxxx & Xxxxxxx in form and substance satisfactory to CII; (e) A check from the Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (after giving effect Company made payable to the order of Xxxxxxx & Xxxxxxx in an amount to the additional Commitments made available on the Third Amendment Date), which shall have the Required Rating applicable thereto, $3,147.93 for past due fees and (b) an updated related Private Rating Rationale Report with respect to such Debt Ratingexpenses; and (ef) A closing check from the Administrative Agent and the Blackstone Representative shall have received (i) a Notice of New Project with respect Company made payable to the New Projects set forth in Schedule 1.01E hereto order of Xxxxxxx & Xxxxxxx for its legal fees and all documents required to be delivered expenses incurred in connection with each such New Project and related Permitted Acquisitions, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documents, and (ii) each other document listed on the closing checklist delivered to Borrower on or prior to the date of this Amendment in form and substance reasonably satisfactory to the Blackstone Representativeherewith.

Conditions to Amendment. This Amendment a. Unless otherwise agreed to by the Bank in writing, concurrently with the execution of this Amendment, and as a condition of its effectiveness: (i) Borrower shall become effective upon satisfaction execute and deliver to the Bank the Allonge in the form annexed hereto as Exhibit A; (ii) Borrower and each of the following conditions precedent Guarantors shall execute and deliver to the Bank a Security Agreement in the form annexed hereto as Exhibit B (the “Effective Date”): (a) "Security Agreement"), granting to the due execution Bank a valid security interest in all present and delivery future inventory and accounts receivable of a counterpart signature page to this Amendment by the Borrower, Borrower and each of the Guarantors, the Blackstone Representative, the Lenders and the Administrative Agentall proceeds thereof; (biii) Borrower and each Guarantor shall execute and deliver to the representations Bank UCC-1 financing statements, satisfactory in form and warranties 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 set forth herein shall be true execute and correct in all material respects (except deliver to the extent such representations Bank an Amended and warranties are already qualified by materiality or Material Adverse EffectRestated Guaranty and Suretyship Agreement in the form annexed hereto as Exhibit C, which representations guaranteeing all present and warranties shall be true and correct in all respects) on and as future obligations of the 7 Effective Date (or, Borrower to the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date)Bank; (cv) payment of Borrower shall have paid the Upsize Fee$15,000 facility fee due and payable in connection with this Amendment and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Bank in accordance connection with the terms of, and as such term is defined in Third Amendment Upfront Fee Letterthis Amendment; (dvi) the Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent Borrower and the Blackstone Representative Guarantors 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 delivered to the to the additional Commitments made available on the Third Amendment Date)Bank a Landlord Waiver and Estoppel, which shall have the Required Rating applicable thereto, and (b) an updated related Private Rating Rationale Report with respect to such Debt Rating; and (e) the Administrative Agent and the Blackstone Representative shall have received (i) a Notice of New Project with respect to the New Projects set forth in Schedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitions, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documents, and (ii) each other document listed on the closing checklist delivered to Borrower on or prior to the date of this Amendment in form and substance reasonably satisfactory to the Blackstone RepresentativeBank, 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 Borrower and the Guarantors, covering such matters reasonably requested by the Bank and in form and substance reasonably satisfactory to the Bank; and (viii) The Bank shall have received all searches, reports, certificates, corporate resolutions and other documents and instruments as may reasonably be required by the Bank to verify the accuracy of the representations and warranties and compliance with the covenants contained in the Credit Agreement.

Conditions to Amendment. This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “Third Amendment Effective Date”): (a) the due execution and delivery of a counterpart signature page to The Administrative Agent shall have received this Amendment Amendment, duly executed by the Borrower, the Guarantors, the Blackstone RepresentativeAdministrative Agent, the Lenders and the Borrower; (b) The Administrative Agent shall have received the Third Amendment Fee Letter, duly executed by the Administrative Agent and the Borrower; (c) The Administrative Agent shall have received a copy of a conforming waiver and amendment to the ABL Credit Agreement, duly executed by the ABL Lender and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (bd) The Administrative Agent shall have received a copy of a consent and amendment to the Intercreditor Agreement, duly executed by the Administrative Agent and the ABL Lender, in form and substance reasonably satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a copy of a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent; (f) The Administrative Agent shall have received all fees required to be paid under the Third Amendment Fee Letter, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the date hereof; (g) Immediately before and after giving effect to this Amendment, each of the representations and warranties of the Borrower each Loan Party set forth herein shall be in the Credit Agreement and the other Loan Documents (other than with respect to the Existing Events of Default) are true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the 7 Effective Date date hereof (or, except to the extent that any such representation or warranty which by its terms is expressly stated to have been made as of an earlier a specified date, such representation or warranty is true and correct as of such earlier specified date);; and (ch) payment of the Upsize Fee, in accordance with the terms of, Immediately before and as such term is defined in Third Amendment Upfront Fee Letter; (d) the Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (after giving effect to this Amendment, no Default (other than the to the additional Commitments made available on the Third Amendment Date), which Existing Events of Default) shall have the Required Rating applicable thereto, occurred and (b) an updated related Private Rating Rationale Report with respect to such Debt Rating; and (e) the Administrative Agent and the Blackstone Representative shall have received (i) a Notice of New Project with respect to the New Projects set forth in Schedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitions, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documents, and (ii) each other document listed on the closing checklist delivered to Borrower on or prior to the date of this Amendment in form and substance reasonably satisfactory to the Blackstone Representativecontinuing.

Conditions to Amendment. This The obligation of the Agent and Lenders to enter into this Amendment shall become effective upon satisfaction of renewing the loan facility pursuant to the Loan Agreement and making certain other modifications thereto is subject to the following conditions precedent (having been satisfied in a manner satisfactory to the “Effective Date”):Agent and each Lender as of the date hereof: (a) This Amendment has been executed by each party thereto and each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and the due execution and delivery of a counterpart signature page other Loan Documents which are required to this Amendment be performed or complied with by the Borrower, Borrower before or on the Guarantors, the Blackstone Representative, the Lenders and the Administrative Agent;date hereof. (b) the Except as set forth on EXHIBIT B, all representations and warranties of made under the Borrower set forth herein Loan Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the 7 Effective Date (or, to date hereof as if made on the extent that any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date);date hereof. (c) payment No Default or Event of Default shall exist on the Upsize Feedate hereof, in accordance with the terms of, and as such term is defined in Third Amendment Upfront Fee Letter; (d) the Required Ratings Test shall be satisfied and, in connection therewith, the Administrative Agent and the Blackstone Representative shall have received (a) an updated Private Rating Letter issued by the Rating Agency setting forth the Debt Rating for the Loans (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 additional Commitments made available on Agent, the Third Amendment Date), which shall have the Required Rating applicable theretoLenders, and (b) an updated related Private Rating Rationale Report with respect to such Debt Rating; andtheir respective counsel. (e) The Borrower shall have paid all fees and expenses of the Administrative Agent and the Blackstone Representative Attorney Costs incurred in connection with this Amendment and any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (f) The Agent shall have received (i) a Notice of New Project with respect to the New Projects set forth evidence, in Schedule 1.01E hereto and all documents required to be delivered in connection with each such New Project and related Permitted Acquisitionsform, including a Guarantee Assumption Agreement and a Contribution Agreement as required pursuant to the terms of the Loan Documentsscope, and (ii) each other document listed on the closing checklist delivered to Borrower on or prior to the date of this Amendment in form and substance substance, reasonably satisfactory to the Blackstone RepresentativeAgent, of all insurance coverage as required by this Agreement. (g) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Availability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (h) The Agent and the Lenders shall have received copies certified as being correct and complete of all documentation related to the Senior Notes, the Subordinated Debt and the Material License Agreements and such documentation shall be satisfactory to the Agent and the Lenders in all respects. (i) All proceedings taken in connection with the execution of this Amendment, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (j) No Material Adverse Effect shall have occurred since the Financial Statements dated June 30, 2002.