Common use of Conditions to Effectiveness of Amendment Clause in Contracts

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 3 Effective Date subject Date”) when, and only to the satisfaction of when, each of the following conditions:conditions have been satisfied (or waived by the Administrative Agent and each Lender party hereto): (a) The Purchasers Administrative Agent shall have received from (i) the Required Lenders, (ii) Holdings and (iii) the Borrower a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent). (b) As of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the The representations and warranties of the Credit Parties contained each Loan Party set forth in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents Section 2 shall be true and correct in all material respects (or in all respects to the extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) on and as of the Second Amendment No. 3 Effective Date Date, with the same effect as if though made on the Second Amendment Effective Date (except and as of such date; provided that to the extent such representations and warranties expressly made as of a prior date (other than the Closing Daterelate to an earlier date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct in all material respects (or in all respects to the extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) as of such earlier date). (c) The Borrower shall have paid (i) all fees payable to any Lender, the Administrative Agent or any of their respective affiliates as agreed between such Lender or the Administrative Agent and the Borrower and (ii) all reasonable fees, expenses and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent, incurred in connection with updated qualifications the preparation, negotiation and exceptions to such representations and warranties as execution of the Second Amendment Effective Date being disclosed to the Purchasers this Amendment, in the form case of updated Schedules to the Purchase Agreement; and clause (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingii), and, to the extent that any schedules invoiced at least three (3) Business Days prior to the Purchase date hereof. (d) The CARES Act Loan Agreement are incomplete or inaccurate as shall have been executed by the Borrower, and the Administrative Agent shall have received a copy of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulessame.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second Amendment Effective Date subject only to the satisfaction of first date on which each of the following conditions:conditions have been satisfied (the “Amendment Effective Date”): (a) The Purchasers shall have received Receipt by the Holder and the Borrowers of a counterpart signature of the other to this Amendment, Amendment duly executed and delivered by each of the Credit Parties, the Purchasers Holder and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As Holder shall have received a certificate duly executed by an officer of each Borrower, dated as of the Second Amendment Effective Date, , and duly executed and delivered by an officer of each Borrower, in which certificate each Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of each Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained set forth in ARTICLE V of the Amended Purchase Agreement and each Loan Document shall, in the other Operative Documents shall each case, be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), or as of any earlier date specified in which case such representations and warranties, and (ii) no Default shall have then occurred and be continuing, or would result from the Loan to be advanced on the Amendment Effective Date; (c) Holder shall have received a Drawdown Notice for the First Incremental Loan; (d) no material breach by Borrower of any provision of the Merger Agreement has occurred and is continuing; (e) the representations and warranties contained herein shall be true and correct in all material respects on and as the date on which such Loan is made or as of such any earlier date), with updated qualifications and exceptions to date specified in such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementwarranties; and (iiif) each Credit Party shall have performed and complied the absence of any Event of Default or event which, with all the lapse of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Datetime, the Credit Parties shall deliver updated schedulesgiving of notice or both, would be an Event of Default hereunder either before or occurring as a result of making the Loan.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be effective as of the Second First Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the Second First Amendment Effective Date,, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithcontinuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second First Amendment Effective Date as if made on the Second First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement hereto are incomplete or inaccurate as of the Second First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date on which the following conditions precedent have been satisfied or waived (the “First Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) the Purchasers Lenders and (D) the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Administrative Agent. (b) As After giving effect to this Amendment, each of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made on the Second First Amendment Effective Date (except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the Second Amendment Effective Date)an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), with updated qualifications except that any representation and exceptions warranty that is qualified as to such representations “materiality” or “Material Adverse Effect” shall be true and warranties as correct in all respects. (c) No Default or Event of Default has occurred and is continuing on the Second First Amendment Effective Date being disclosed or after giving effect to the Purchasers amendments contemplated herein and the extensions of credit requested to be made on the First Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the form of updated Schedules transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Purchase Agreement; andBorrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (iiie) each Credit Party The Lenders and the Administrative Agent shall have performed and complied with received all of the terms, covenants, agreements and conditions fees required to be performed or complied with by it paid, and all expenses for which invoices have been presented to the Borrower on or before the First Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second First Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Credit Parties shall deliver updated schedulesPatriot Act, previously requested of the Borrower by the Administrative Agent.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this Amendment shall be effective as effectiveness of the Second Amendment Effective Date amendments set forth in Section 2 above is subject only to the satisfaction of (or waiver by each Consenting Lender and Consenting Issuing Bank party hereto) of the following conditions:conditions precedent (the date of such satisfaction or waiver being the “Amendment No. 1 Effective Date”): (a) The Purchasers Agent shall have received counterparts of this Amendment, duly Agreement executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Credit Parties, the Purchasers and the Collateral Agent, each Consenting Lender and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agenteach Consenting Issuing Bank. (b) As The Lead Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses of the Second Agent and the Consenting Lenders (including, without limitation, such legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP as counsel to the Agent) incurred in connection with the preparation, execution and delivery of this Amendment Effective Date,and the other instruments and documents to be delivered hereunder. (ic) no Default or Event Each of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Loan Parties contained in ARTICLE V Section 3 of this Amendment are true and correct in all material respects as of the Amended Purchase Agreement Amendment No. 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in the other Operative Documents which case such representations and warranties shall be true and correct in all material respects as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (such earlier date) and except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date)such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andall respects. (iiid) each Credit Party shall have performed No Default or Event of Default has occurred and complied with all of is continuing on the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment No. 1 Effective Date (other than any failure immediately prior to perform giving effect to this Amendment) or comply with such terms, covenants, agreements and conditions which the Purchasers would result immediately after giving effect to this Amendment. (e) The Agent shall have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as received a certificate of the Second Lead Borrower, dated the Amendment No. 1 Effective Date, executed by a Responsible Officer of the Credit Parties shall deliver updated schedulesLead Borrower certifying compliance with the requirements set forth in clauses (c) and (d) of this Section 4.

Conditions to Effectiveness of Amendment. The amendments to obligations of the Amended Purchase Agreement in Lenders herein and the effectiveness of the other provisions of this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each fulfillment of the following conditionsconditions precedent in a manner satisfactory to the Agent: (a) The Purchasers Agent shall have received this Amendment, duly executed by all the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. following (b) As each of the Second Amendment Effective Date,following documents in form and substance satisfactory to the Agent): (i) no Default or Event A copy of Default shall have occurred the resolutions of the Board of Directors of the Borrower, dated on the date hereof, certified by the Secretary of Assistant Secretary of the Borrower, authorizing the execution, delivery and performance by the Borrower of this Amendment and any other document to be continuing other than as are being waived delivered pursuant to hereto (collectively, the Limited Waiver and Release among the parties hereto and dated of even date herewith"AMENDMENT DOCUMENTS"); (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated on the date hereof, as to the incumbency and signature of the officers of the Borrower authorized to sign the Amendment Documents, together with evidence of the incumbency of such Secretary or Assistant Secretary; (iii) All consents, approvals, waivers, authorizations and orders of any courts or governmental authorities (including, without limitation, federal and state banking authorities) or third parties required in connection with the execution, delivery and performance by the Borrower of the Amendment Documents and the performance of the transactions contemplated hereby; and (iv) All other documents the Agent may reasonably request with respect to any matter relevant to the Amendment Documents or the transactions contemplated hereby; (b) The representations and warranties of contained in the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents Agreement, as amended hereby, shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made date hereof and on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to date of actual execution and delivery hereof by the Purchasers in the form of updated Schedules to the Purchase AgreementBorrower; and (iiic) each Credit Party All corporate and legal proceedings and all documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by the Amendment Documents and any related agreements shall be satisfactory in form and substance to the Agent, and the Agent shall have performed received all information and complied with copies of all documents, including records of corporate proceedings, required by the terms, covenants, Amendment Documents and any related agreements and conditions to be performed executed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers Agent may reasonably have waived requested in writing)connection therewith, andsuch documents, where appropriate, to the extent that any schedules to the Purchase Agreement are incomplete be certified by proper corporate or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesgovernmental authorities.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as upon satisfaction (or waiver in accordance with Section 13.13 of the Second Amendment Effective Date subject only to the satisfaction Credit Agreement) of each of the following conditions:conditions precedent (the date of satisfaction of all of the following conditions precedent, the “Amendment No. 1 Effective Date”): (a) The Purchasers the Administrative Agent shall have received counterpart signature pages of this Amendment, Amendment duly executed by each of the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by following: (i) the Borrowers, (ii) Lenders constituting the Purchasers Required Lenders and (iii) the Collateral Administrative Agent. (b) As the U.S. Borrower shall have paid all expenses (including, without limitation, all fees and expenses of counsel) of the Second Administrative Agent and Bank of America, N.A., in each case incurred in connection with this Amendment Effective Date,that are required to be repaid pursuant to the terms of the Credit Agreement for which an invoice has been submitted to the U.S. Borrower; (ic) each of the representations and warranties set forth herein and in the Amended Credit Agreement shall be true and correct in all material respects as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects; (d) no Default or Event of Default shall have occurred and be continuing other than or would occur as are being waived pursuant to a result of the Limited Waiver execution and Release among delivery hereof by the parties hereto and dated of even date herewithBorrowers; (iie) the representations and warranties Administrative Agent shall have received a copy of the Credit Parties contained in ARTICLE V certificate of an appropriate officer of the Amended Purchase Agreement Borrowers, certifying to the administrative agent under the Bridge Facility on behalf of the Borrowers that each of the conditions set forth in clauses (c) and in the other Operative Documents shall be true and correct (d) above have been satisfied as of the Second Amendment Effective Date as if made date hereof; (f) the Administrative Agent shall have received copies of each Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or individual holding a comparable position); (g) the Administrative Agent shall have received copies of resolutions (or equivalent authorizations) of each Borrower’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; (h) the Second Amendment Effective Date Administrative Agent shall have received copies of the certificates of good standing (except or equivalent instrument) for each Borrower (dated no earlier than 30 days prior to the extent expressly made as of a prior date (other than hereof) from the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as office of the Second Amendment Effective Date being disclosed to secretary of state (or equivalent) of the Purchasers in the form jurisdiction of updated Schedules to the Purchase Agreementits incorporation or organization; and (iiii) each Credit Party the Administrative Agent shall have performed and complied with all received a certificate of a representative of the termsBorrowers, covenants, agreements and conditions to be performed or complied with by it on or prior to certifying that this Amendment constitutes a “Qualifying Revolver Amendment” (as defined in the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which Bridge Commitment Letter) under the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesBridge Commitment Letter.

Conditions to Effectiveness of Amendment. The obligations of the Lender to make Incremental Term Loan under the Amended Facility Agreement and the amendments to the Amended Purchase Facility Agreement contained in this Amendment Sections 1 and 2 hereof, in each case, shall be become effective as of the Second first date (the “Amendment No. 1 Effective Date subject only to the satisfaction of each of Date”) on which the following conditions:conditions shall have been satisfied (or waived by the Lender): (a) The Purchasers the Lender shall have received executed counterparts of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As the Lender shall have received a certificate of an Authorized Officer certifying that the Second Amendment Effective Date,conditions in clause (c), clause (d), clause (e) and clause (f) of this Section 4 have been satisfied; (ic) no Default or Event of Default shall have occurred and or would reasonably be continuing other than as are being waived pursuant expected to the Limited Waiver and Release among the parties hereto and dated of even date herewithresult from this Amendment; (iid) the representations immediately prior to and warranties after giving effect to this Amendment, each representation and warranty by any Loan Party or any of the Credit Parties its Subsidiaries contained herein or in ARTICLE V any other Facility Document is true, correct and complete in all material respects (without duplication of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct any materiality qualifier contained therein) as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (such date, except to the extent that such representation or warranty expressly made as of a prior relates to an earlier date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case event such representations and warranties shall be true were true, correct and correct complete in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (e) there shall not exist any Proceeding, with updated qualifications and exceptions order, injunction or decree of any Governmental Authority or in any court restraining or prohibiting (or attempting to such representations and warranties as restrain or prohibit) the execution of this Amendment or the Second Amendment Effective Date being disclosed to the Purchasers in the form funding of updated Schedules to the Purchase Agreementany Incremental Term Loan hereunder; and (iiif) each Credit Party there shall not exist any material breach by Borrower of its obligations under the Merger Agreement and there shall not have performed and complied with all been any Change of Recommendation (as defined in the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingMerger Agreement), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the Second date (the “Amendment No. 1 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agent shall have received executed signature pages to this Amendment, duly executed by Amendment from the Credit PartiesLenders, the Purchasers Borrower and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.each other Loan Party; (b) As The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the Second Amendment No. 1 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be; (ic) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithcontinuing; (iid) The Borrower shall have paid or caused to be paid all reasonable and documented out-of-pocket costs and expenses incurred by the representations Administrative Agent and warranties its Affiliates (without duplication) including the reasonable fees, charges and disbursements of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except legal counsel to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), Administrative Agent incurred in which case such representations and warranties shall be true and correct as of such earlier date), connection with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementthis Amendment; and (iiie) each Credit Party The Borrower shall have performed and complied with all paid, (i) for the account of each Lender that has returned an executed signature page to this Amendment to the terms, covenants, agreements and conditions to be performed or complied with by it on Administrative Agent at or prior to 5:00 p.m. (New York City time) on November 12, 2015, consent fees in the Second Amendment Effective Date (other than any failure amount equal to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as 0.05% of the Second Amendment Effective Datesum, the Credit Parties shall deliver updated scheduleswithout duplication, of such Lender’s outstanding Loans and Commitments.

Conditions to Effectiveness of Amendment. The effectiveness of the amendments and consents pursuant to the Amended Purchase Agreement in this Amendment (other than the provisions of Sections 7, 8 and 10 which shall be effective as of the Second Amendment Effective Date immediately) shall be subject only to the satisfaction of each of the following conditionsconditions precedent: (a) The Purchasers Lender shall have received an executed original or executed original counterparts of this AmendmentAmendment (as the case may be), duly authorized, executed and delivered by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.respective party or parties hereto; (b) As Lender shall have received, in form and substance satisfactory to Lender, evidence that the DPL Purchase Agreements have been duly authorized, executed and delivered by and to the appropriate parties thereto and that the transactions contemplated under the terms and conditions of the Second Amendment Effective Date,DPL Purchase Agreements have been consummated prior to or contemporaneously with the execution of this Amendment; (ic) Lender shall have received, in form and substance satisfactory to Lender, evidence that the Reunion DPL Subordinated Note in the original principal amount of $750,000 has been duly authorized, executed and delivered by ORC and that ORC has received from or on behalf of Reunion, cash or other immediately available funds in the aggregate principal amount of $750,000 constituting the proceeds of the loan made by Reunion to ORC evidenced by the Reunion DPL Subordinated Note in the original principal amount of $750,000; (d) Lender shall have received, in form and substance satisfactory to Lender, a letter agreement from Reunion in favor of Lender, acknowledging that the indebtedness owed to Reunion by ORC evidenced by the Reunion DPL Subordinated Notes is included in the "Junior Debt" as defined under the Subordination Agreement, dated February 2, 1996, between Lender and Reunion, as acknowledged by Borrowers, duly authorized, executed and delivered by Reunion and Borrowers; and (e) no Default or Event of Default shall exist or have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party no event or condition shall have performed and complied occurred or exist which with all notice or passage of the terms, covenants, agreements and conditions to be performed time or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as both would constitute an Event of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesDefault.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this Amendment shall be effective as effectiveness of the Second Amendment Effective Date amendments set forth in Section 2 above is subject only to the satisfaction of (or waiver by each Consenting Lender and Consenting Issuing Bank party hereto) of the following conditions:conditions precedent (the date of such satisfaction or waiver being the “Amendment No. 2 Effective Date”): (a) The Purchasers Agent shall have received counterparts of this Amendment, duly Agreement executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Credit Parties, the Purchasers and the Collateral Agent, each Consenting Lender and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agenteach Consenting Issuing Bank. (b) As The Lead Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses of the Second Agent and the Consenting Lenders (including, without limitation, such legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP as counsel to the Agent) incurred in connection with the preparation, execution and delivery of this Amendment Effective Date,and the other instruments and documents to be delivered hereunder. (ic) no Default or Event Each of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Loan Parties contained in ARTICLE V Section 3 of this Amendment are true and correct in all material respects as of the Amended Purchase Agreement Amendment No. 2 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in the other Operative Documents which case such representations and warranties shall be true and correct in all material respects as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (such earlier date) and except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date)such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andall respects. (iiid) each Credit Party shall have performed No Default or Event of Default has occurred and complied with all of is continuing on the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment No. 2 Effective Date (other than any failure immediately prior to perform giving effect to this Amendment) or comply with such terms, covenants, agreements and conditions which the Purchasers would result immediately after giving effect to this Amendment. (e) The Agent shall have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as received a certificate of the Second Lead Borrower, dated the Amendment No. 2 Effective Date, executed by a Responsible Officer of the Lead Borrower certifying compliance with the requirements set forth in clauses (c) and (d) of this Section 4. (f) The Lead Borrower shall have paid to the Agent, for the ratable account of each Consenting Lender, a consent fee equal to 0.15% of the aggregate principal amount of Revolving Credit Parties shall deliver updated schedulesCommitments held by such Consenting Lender immediately prior to giving effect to this Amendment.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as upon satisfaction (or waiver in accordance with Section 13.13 of the Second Amendment Effective Date subject only to the satisfaction Credit Agreement) of each of the following conditions:conditions precedent (the date of satisfaction of all of the following conditions precedent, the “Amendment No. 1 Effective Date”): (a) The Purchasers i. the Administrative Agent shall have received counterpart signature pages of this Amendment, Amendment duly executed by each of the Credit Partiesfollowing: (i) the Borrower, (ii) Lenders and (iii) the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Administrative Agent. (b) As of ii. the Second Amendment Effective Date, Borrower shall have paid (i) all expenses (including, without limitation, all fees and expenses of counsel) of the Administrative Agent and Bank of America, N.A., in each case incurred in connection with this Amendment that are required to be paid pursuant to the terms of the Credit Agreement and the Amendment, as applicable for which an invoice has been submitted to the Borrower and (ii) all fees set forth in that certain fee letter dated as of October 24, 2019; iii. each of the representations and warranties set forth herein and in the Amended Credit Agreement shall be true and correct in all material respects as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects; iv. no Default or Event of Default shall have occurred and be continuing other than or would occur as are being waived pursuant a result of the execution and delivery hereof by the Borrower; v. the Administrative Agent shall have received a copy of the certificate of an appropriate officer of the Borrower, certifying to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties Administrative Agent on behalf of the Credit Parties contained in ARTICLE V Borrower that each of the Amended Purchase Agreement conditions set forth in clauses (c) and in the other Operative Documents shall be true and correct (d) above have been satisfied as of the Second date hereof; vi. the Administrative Agent shall have received copies of the Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or individual holding a comparable position); vii. the Administrative Agent shall have received copies of resolutions (or equivalent authorizations) of the Borrower’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Amendment Effective Date as if made and the other Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on the Second Amendment Effective Date Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; viii. the Administrative Agent shall have received copies of the certificates of good standing (except or equivalent instrument) for the Borrower (dated no earlier than 30 days prior to the extent expressly made as of a prior date (other than hereof) from the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as office of the Second Amendment Effective Date being disclosed to secretary of state (or equivalent) of the Purchasers in the form jurisdiction of updated Schedules to the Purchase Agreementits incorporation or organization; and (iii) each Credit Party ix. To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have performed and complied with all of the termsdelivered, covenants, agreements and conditions to be performed or complied with by it on or at least three (3) Business Days prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment No. 1 Effective Date, to each Lender that so requests at least ten (10) Business Days prior to the Credit Parties shall deliver updated schedulesAmendment No. 1 Effective Date, a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness of Amendment. The amendments to This Amendment shall become effective when the Amended Purchase Agreement in Lender shall have received (i) counterparts of this Amendment shall be effective duly executed by each of the Loan Parties; (ii) the Third Amended and Restated Revolver Note, dated as of the Second Amendment Effective Date subject only to date of this Amendment, in substantially the satisfaction form attached hereto as Exhibit A, executed by the Borrower; (iii) certified copy of the resolutions of the Board of Directors of the Borrower and each of the following conditionsGuarantors, evidencing approval of this Amendment and the other documents and matters contemplated hereby, (iv) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers and (v) a certificate, in substantially the form attached hereto as Exhibit B, signed by the President, Vice President or by any other duly authorized officer of the Borrower, solely in such corporate capacity, stating that, based on an examination which in the opinion of the signer is sufficient to enable him to make an informed statement, to the best of his knowledge: (a) The Purchasers shall have received representations and warranties contained in Section 4.01 of the Agreement are correct on and as of the date of this Amendment, duly executed Amendment as though made on and as of such date except to the extent that such representations and warranties specifically relate to an earlier date or are affected by the Credit Parties, transaction contemplated under the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.Agreement as amended hereby; and (b) As of the Second Amendment Effective Date, (i) no Default No event has occurred and is continuing or would result from this Amendment, which constitutes an Event of Default shall have occurred and or would constitute an Event of Default but for the requirement that notice be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementgiven or time elapse or both; and (iiiix) each Credit Party shall have performed and complied with all payment by the Borrower of the termsfees and costs, covenantsincluding attorneys’ fees and expenses, agreements incurred in connection with this Amendment and conditions to be performed or complied the other documents and matters contemplated hereby, and all fees and costs still outstanding which were incurred in connection with by it on or prior to the Second Amendment Effective Date (Agreement and the other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesLoan Documents.

Conditions to Effectiveness of Amendment. The amendments to obligations of the Amended Purchase Agreement in Lenders herein and the effectiveness of the other provisions of this Amendment shall be effective as of the Second Amendment Effective Date subject only to the satisfaction of each fulfillment of the following conditionsconditions precedent in a manner satisfactory to the Agent: (a) The Purchasers Agent shall have received this Amendment, duly executed by all the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. following (b) As each of the Second Amendment Effective Date,following documents in form and substance satisfactory to the Agent): (i) no Default or Event A copy of Default shall have occurred the resolutions of the Board of Directors of the Borrower, dated on the date hereof, certified by the Secretary of Assistant Secretary of the Borrower, authorizing the execution, delivery and performance by the Borrower of this Amendment and any other document to be continuing other than as are being waived delivered by the Borrower pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewithhereto; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated on the date hereof, as to the incumbency and signature of the officers of the Borrower authorized to sign this Amendment and any other document to be delivered by the Borrower pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary; (iii) All consents, approvals, waivers, authorizations and orders of any courts or governmental authorities (including, without limitation, federal and state banking authorities) or third parties required in connection with the execution, delivery and performance by the Borrower of this Amendment and each document to be delivered by Borrower pursuant hereto and the performance of the transaction contemplated hereby; and (iv) All other documents the Agent may reasonably request with respect to any matter relevant to this Amendment and the transactions contemplated hereby; (b) The representations and warranties of contained in the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents Agreement, as amended hereby, shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made date hereof and on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to date of actual execution and delivery hereof by the Purchasers in the form of updated Schedules to the Purchase AgreementBorrower; and (iiic) each Credit Party All corporate and legal proceedings and all documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by, this Amendment and any related agreements shall be satisfactory in form and substance to the Agent, and the Agent shall have performed received all information and complied with copies of all documents, including records of the termscorporate proceedings, covenants, required by this Amendment and any related agreements and conditions to be performed executed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers Agent may reasonably have waived requested in writing)connection therewith, andsuch documents, where appropriate, to the extent that any schedules to the Purchase Agreement are incomplete be certified by proper corporate or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesgovernmental authorities.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of the Second Amendment Effective Date subject only to upon the satisfaction of each of the following conditions:conditions precedent (the “Seventh Amendment Effective Date”): (a) The Purchasers Each party hereto shall have received executed and delivered this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Amendment to Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent.; (b) As Agent shall have received a certificate in form and substance reasonably satisfactory to Agent, dated the Seventh Amendment Effective date and executed by a duly authorized officer of the Second Company, (x) attaching a true and correct copy of an amendment to or waiver of the Term Loan Agreement conforming to this Amendment and (y) certifying in writing that such conforming amendment or waiver is effective as of the Seventh Amendment Effective Date,; (ic) no All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (d) Agent shall have received payment of all fees payable to Agent and Lenders as of the Seventh Amendment Effective Date, including pursuant to the Fee Letter, dated as of March 13, 2019, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (e) No Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedulescontinuing.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become effective as of on the date on which the following conditions precedent have been satisfied or waived (the “Second Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) Lenders constituting the Purchasers Required Lenders and (D) the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Administrative Agent. (b) As After giving effect to this Amendment, each of the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Amended Purchase Agreement and in the other Operative Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the Second Amendment Effective Date)an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), with updated qualifications except that any representation and exceptions warranty that is qualified as to such representations “materiality” or “Material Adverse Effect” shall be true and warranties as correct in all respects. (c) No Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date being disclosed or after giving effect to the Purchasers amendments contemplated herein and the extensions of credit requested to be made on the Second Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the form of updated Schedules transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Purchase Agreement; andBorrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (iiie) each Credit Party The Lenders and the Administrative Agent shall have performed and complied with received all of the terms, covenants, agreements and conditions fees required to be performed or complied with by it paid, and all expenses for which invoices have been presented to the Borrower on or before the Second Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the Second Amendment Effective Date (Date, all documentation and other than any failure to perform or comply with such termsinformation required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, covenantsincluding the Patriot Act, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as previously requested of the Second Amendment Effective Date, Borrower by the Credit Parties shall deliver updated schedulesAdministrative Agent.

Conditions to Effectiveness of Amendment. The amendments to the Amended Purchase Agreement in this This Amendment shall be become ---------------------------------------- effective as of on the Second Amendment Effective Date subject only to the satisfaction of each date on which all of the following conditionsconditions precedent have been satisfied: (a) The Purchasers Lessor shall have received from Guarantor, Lessee and Long-Term Credit Bank of Japan, Los Angeles Agency (the "Lender"), a duly executed ------ original (or, if elected by Lessor, an executed facsimile copy) of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As Lessor shall have received from the Majority Banks under the Term Loan Agreement, a duly executed original (or, if elected by Lessor, an executed facsimile copy) amendment to the Term Loan Agreement amending the "Modified Quick Ratio" set forth in Section 7.10 of the Second Amendment Effective Date,Term Loan Agreement as provided in Section 2 above. (ic) no Default or Event of Default Lessor shall have occurred received from the Majority Banks under that certain Amended and be continuing other than Restated Credit Agreement dated as are being waived pursuant of September 21, 1994, as amended and restated from time to time (the "Credit Agreement"), among ---------------- Guarantor, the Banks party thereto, Bank of America National Trust and Savings Association, as agent for the Banks, and The First National Bank of Boston, as co-agent for the Banks, a duly executed original (or, if elected by Lessor, an executed facsimile copy) amendment to the Limited Waiver and Release among Credit Agreement changing the parties hereto and dated "Modified Quick Ratio" set forth in Section 7.10 of even date herewith;the Credit Agreement as provided in Section 2 above. (iid) Each of the representations and warranties of the Credit Parties contained set forth in ARTICLE V of the Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be Section 3 above are true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules to the Purchase Agreement are incomplete or inaccurate as of the Second Amendment Effective Date, the Credit Parties shall deliver updated schedules.