Common use of Conditions to Amendment Clause in Contracts

Conditions to Amendment. This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received this Amendment, duly executed by the Administrative Agent, the Lenders and the Borrower; (b) The Administrative Agent shall have received the Third Amendment Fee Letter, duly executed by the Administrative Agent and the Borrower; (c) The Administrative Agent shall have received a copy of a conforming waiver and amendment to the ABL Credit Agreement, duly executed by the ABL Lender and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a copy of a consent and amendment to the Intercreditor Agreement, duly executed by the Administrative Agent and the ABL Lender, in form and substance reasonably satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a copy of a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent; (f) The Administrative Agent shall have received all fees required to be paid under the Third Amendment Fee Letter, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the date hereof; (g) Immediately before and after giving effect to this Amendment, each 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 warranty which by its terms is made as of a specified date, such representation or warranty is true and correct as of such specified date); and (h) Immediately before and after giving effect to this Amendment, no Default (other than the Existing Events of Default) shall have occurred and be continuing.

Conditions to Amendment. This The effectiveness of this First Amendment shall become effective upon and the satisfaction obligations of CII hereunder are subject to the following conditions precedent 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 (the “Third Amendment Effective Date”): (a$763,208.00) The Administrative Agent shall have received this Amendmentand having a final maturity date of December 31, duly executed by the Administrative Agent, the Lenders and the Borrower; (b) The Administrative Agent shall have received the Third Amendment Fee Letter, duly executed by the Administrative Agent and the Borrower; (c) The Administrative Agent shall have received a copy of a conforming waiver and amendment to the ABL Credit Agreement, duly executed by the ABL Lender and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a copy of a consent and amendment to the Intercreditor Agreement, duly executed by the Administrative Agent and the ABL Lender, in form and substance reasonably satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a copy of a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent and the Lenders, 1999 in form and substance satisfactory to CII (the Administrative Agent"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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ in an amount to $3,147.93 for past due fees and expenses; and (f) The Administrative Agent shall have received all fees required A closing check from the Company made payable to be paid under the Third Amendment Fee Letter, and all expenses order of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ for which invoices have been presented (including the reasonable its legal 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 each Loan Party set forth incurred 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 warranty which by its terms is made as of a specified date, such representation or warranty is true and correct as of such specified date); and (h) Immediately before and after giving effect to this Amendment, no Default (other than the Existing Events of Default) shall have occurred and be continuingconnection herewith.

Conditions to Amendment. This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received the due execution and delivery of a counterpart signature page to this Amendment, duly executed Amendment by the Administrative AgentBorrower, the Guarantors, the Blackstone Representative, 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; (db) 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 each Loan Party the Borrower set forth in the Credit Agreement and the other Loan Documents (other than with respect to the Existing Events of Default) are herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the date hereof Effective Date (except or, to the extent that any such representation or warranty which by its terms is expressly stated to have been made as of a specified an earlier date, such representation or warranty is true and correct as of such specified earlier date); (c) payment of the Upsize Fee, in accordance with the terms of, and as such term is defined in First Amendment Upfront Fee Letter; (d) the Required Ratings Test shall 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 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 (he) Immediately before the Administrative Agent and after giving effect to this Amendment, no Default (other than the Existing Events of Default) Blackstone Representative shall have occurred 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 continuingdelivered 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 following are conditions to this Amendment shall become effective upon the satisfaction of the following conditions precedent (the “Third Amendment Effective Date”):and must be satisfied to Administrative Agent’s satisfaction: (a) The ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ have executed and delivered to Administrative Agent shall have received this Amendment, duly Amendment and other documents to be executed by the Administrative Agent, the Lenders and the Borrowerdelivered in connection herewith; (b) The ▇▇▇▇▇▇▇▇ has paid to Administrative Agent shall have received a loan Extension Fee in the Third Amendment Fee Letter, duly executed by the Administrative Agent and the Borroweramount of $80,800.00; (c) The Borrower has paid all expenses incurred by Administrative Agent shall have received a copy of a conforming waiver in connection with this transaction, including appraisal fees, title policy premiums, Amendment to Loan Agreement 4 recording fees and amendment to the ABL Credit Agreementclosing costs, duly executed by the ABL Lender and the Borrower, in form and substance reasonably satisfactory to the Administrative Agentas applicable; (d▇) The ▇▇▇▇▇▇▇▇ has paid the fees and expenses of counsel to Administrative Agent shall have received a copy incurred in connection with the preparation and negotiation of a consent this Amendment and amendment to the Intercreditor Agreement, duly other documents executed by the Administrative Agent and the ABL Lender, delivered in form and substance reasonably satisfactory to the Administrative Agentconnection herewith; (e) The Borrower has paid for and provided to Administrative Agent shall have received a copy loan policy of title insurance in a written opinion 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 Loan Parties’ counselNew TCB Note, addressed insuring that the Security Instrument constitutes a valid second lien covering the Land and Improvements, subject only to the those exceptions that Administrative Agent may approve in writing and the Lenders, in form containing those endorsements that Administrative Agent may require and substance satisfactory to the Administrative Agentwhich are available under applicable title insurance rules and regulations; (f) The Administrative Agent shall have has received all fees required to be paid under certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Third Amendment 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 all expenses for which invoices have been presented ▇▇▇▇▇▇▇▇’s exercise, of the Extension Period (including the reasonable fees and expenses of legal counselFirst), 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 hereof; of Extension Period (g) Immediately before and after giving effect to this AmendmentSecond), 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 warranty which by its terms is made as of a specified date, such representation or warranty is true and correct as of such specified date); and (h) Immediately before and after giving effect to this Amendment, no Default (other than the Existing Events of Default) shall have occurred and be continuingapplicable.

Conditions to Amendment. This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received the due execution and delivery of a counterpart signature page to this Amendment, duly executed Amendment by the Administrative AgentBorrower, the Guarantors, the Blackstone Representative, 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; (db) 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 each Loan Party the Borrower set forth in the Credit Agreement and the other Loan Documents (other than with respect to the Existing Events of Default) are herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the date hereof Effective Date (except or, to the extent that any such representation or warranty which by its terms is expressly stated to have been made as of a specified an earlier date, such representation or warranty is true and correct as of such specified earlier date); (c) payment of the Upsize Fee, in accordance with the terms of, and as such term is defined in Second Amendment Upfront Fee Letter; (d) the Required Ratings Test shall 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 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 (he) Immediately before the Administrative Agent and after giving effect to this Amendment, no Default (other than the Existing Events of Default) Blackstone Representative shall have occurred 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 continuingdelivered 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 the satisfaction of the following conditions precedent (the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received the due execution and delivery of a counterpart signature page to this Amendment, duly executed Amendment by the Administrative AgentBorrower, the Guarantors, the Blackstone Representative, 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; (db) 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 each Loan Party the Borrower set forth in the Credit Agreement and the other Loan Documents (other than with respect to the Existing Events of Default) are herein shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the date hereof 7 Effective Date (except or, to the extent that any such representation or warranty which by its terms is expressly stated to have been made as of a specified an earlier date, such representation or warranty is true and correct as of such specified 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 (he) Immediately before the Administrative Agent and after giving effect to this Amendment, no Default (other than the Existing Events of Default) Blackstone Representative shall have occurred 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 continuingdelivered 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 “Third Fifth Amendment Effective Date”): (a) The the 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 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 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 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) 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 this Amendmenteither (i) a completed Perfection Certificate, duly executed dated the Fifth Amendment Effective Date with information provided therein giving effect to the Sale and each other transaction contemplated by the Administrative AgentPSA, together with all attachments contemplated thereby, or (ii) a certificate that the Lenders 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 BorrowerLoan Parties; (bg) The the representations and 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 term or qualification, in all respects) 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 clauses (g) and (h) of this Section 4 has been satisfied on such date; and (j) the Administrative Agent shall have received the Third Amendment Fee Letterreasonable fees, duly executed by costs and expenses payable to it in accordance with Section 9.03(a) of 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, including in form and substance reasonably satisfactory connection with this Agreement (but without regard to the Administrative Agent; (d) The Administrative Agent shall have received a copy last sentence 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 counselsuch Section), on or before the date hereof; (g) Immediately before and after giving effect to this Amendment, each of the representations and warranties of each Loan Party set forth in the Credit Agreement and the 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 warranty which by its terms is made as of a specified date, such representation or warranty is true and correct as of such specified date); and invoiced at least two (h2) Immediately before and after giving effect Business Days prior to this Amendment, no Default (other than the Existing Events of Default) shall have occurred and be continuingFifth Amendment Effective Date.

Conditions to Amendment. This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “Third "Fourth Amendment Effective Date”"): (a) The Administrative Agent shall have received this Amendment, duly executed by the Administrative Agent, the Lenders and the Borrower; (b) The Administrative Agent shall have received the Third Amendment Fee Letter, duly executed by the Administrative Agent and the Borrower; (c) The Administrative Agent shall have received a copy of a conforming waiver and amendment to the ABL Credit Agreement, duly executed by the ABL Lender and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received a copy of a borrowing base certificate to the ABL Credit Agreement, duly executed by the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a copy of a consent and amendment to the Intercreditor Agreement, duly executed by the Administrative Agent and the ABL Lender, in form and substance reasonably satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a copy of a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent and the Lendersevidence, in form and substance reasonably satisfactory to the Administrative Agent, that all of the Escrowed Proceeds (as defined in the December 2024 Consent) (net of all funding fees and escrow fees) have been released from the Escrow Account (as defined in the December 2024 Consent) and applied as a prepayment to the ABL Obligations in accordance with the ABL Credit Agreement; (f) The Administrative Agent shall have received all 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 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 warranty which by its terms is made as of a specified date, such representation or warranty is true and correct as of such specified date); and (h) Immediately before and after giving effect to this Amendment, no Default (other than the Existing Events of Default) shall have occurred and be continuing.

Conditions to Amendment. This Amendment shall become effective upon a. Unless otherwise agreed to by the satisfaction Bank in writing, concurrently with the execution of the following conditions precedent (the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received this Amendment, duly executed by and as a condition of its effectiveness: (i) Borrower shall execute and deliver to the Administrative Agent, Bank the Lenders and Allonge in the Borrowerform annexed hereto as Exhibit A; (bii) The Administrative Agent Borrower and each of the Guarantors shall have received execute and deliver to the Third Amendment Fee LetterBank a Security Agreement in the form annexed hereto as Exhibit B (the "Security Agreement"), duly executed by granting to the Administrative Agent Bank a valid security interest in all present and future inventory and accounts receivable of the BorrowerBorrower and each of the Guarantors, and all proceeds thereof; (ciii) The Administrative Agent Borrower 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 received a copy of a conforming waiver paid the $15,000 facility fee due and amendment payable in connection with this Amendment and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Bank in connection with this Amendment; (vi) Borrower and the Guarantors shall have delivered to the ABL Credit Agreement, duly executed by the ABL Lender Bank a Landlord Waiver and the BorrowerEstoppel, in form and substance reasonably satisfactory to the Administrative AgentBank, from such landlords of Borrower and the Guarantors as may be reasonably requested by the Bank; (dvii) The Administrative Agent Bank shall have received a copy the legal opinion of a consent counsel to Borrower and amendment to the Intercreditor AgreementGuarantors, duly executed covering such matters reasonably requested by the Administrative Agent Bank and the ABL Lender, in form and substance reasonably satisfactory to the Administrative Agent;Bank; and (eviii) 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 Bank shall have received all fees searches, reports, certificates, corporate resolutions and other documents and instruments as may reasonably be required by the Bank to be paid under verify 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 accuracy of the representations and warranties of each Loan Party set forth and compliance with the covenants contained 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 warranty which by its terms is made as of a specified date, such representation or warranty is true and correct as of such specified date); and (h) Immediately before and after giving effect to this Amendment, no Default (other than the Existing Events of Default) shall have occurred and be continuingAgreement.