Common use of Conditions and Effectiveness Clause in Contracts

Conditions and Effectiveness. This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions: 4.1 Before and after giving effect to this Amendment, the representations and warranties in ARTICLE VII of the Credit Agreement shall be true and correct as though made on the date hereof except for changes that are permitted by the terms of the Credit Agreement and for the litigation now scheduled on Schedule 7.6 (Amended 8/96). The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition. 4.2 Before and after giving effect to this Amendment, no Default or no Event of Default shall have occurred and be continuing under the Credit Agreement except for those expressly waived by the terms hereof. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition. 4.3 The Administrative Bank shall have received a duly executed copy of this Amendment and the following documents or other items appropriately completed and duly executed by the Borrower and the other Loan Parties where appropriate: (a) a replacement Revolving Note (the "Replacement Revolving Note") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower; (b) a replacement Term Note A (the "Replacement Term Note A") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower; (c) a replacement Term Note B (the "Replacement Term Note B"; and together with the Replacement Revolving Note and Replacement Term Note A being sometimes hereinafter referred to collectively as the "Replacement Notes" and individually as a "Replacement Note") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower; (d) an Amendment No. 2 to the Borrower Pledge Agreement (the "Pledge Agreement Amendment") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower pursuant to which, among other things, the Borrower pledges to the Administrative Bank not less than 100% of AWI's, VLC's, UWS', Raven's D& R Music, Inc.'s, Automatic Music Services, Inc.'s and Automation First, Inc.'s issued and outstanding stock, together with the original stock certificates for such stock and undated stock powers signed by the Borrower in blank; (e) the Borrower Security Agreement in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by the Borrower; (f) a Consent in the form provided by the Administrative Bank appropriately completed and duly executed by each Guarantor; (g) the AWI Security Agreement appropriately completed and duly executed by AWI together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by AWI; (h) the VLC Security Agreement appropriately completed and duly executed by VLC together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by VLC; (i) recent UCC searches from the filing offices in all states required by the Banks which reflect that no Person holds a Lien in any of the Borrower's or any of its Subsidiaries' assets other than Permitted Liens; (j) a certified copy of Resolutions of the Board of Directors of each Loan Party authorizing or ratifying the execution, delivery and performance of this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment; (k) a certificate by the Secretary or any Assistant Secretary of each Loan Party certifying the names of the officers of such Loan Party authorized to sign this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment together with a sample of the true signature of such officers; (l) an Opinion of Counsel to the Loan Parties in form and substance satisfactory to the Administrative Bank and the Bank; (m) an amendment fee of $50,000.00 in immediately available funds; and (n) such other approvals, opinions or documents as the Administrative Bank or the Bank may reasonably request.

Conditions and Effectiveness. This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions: 4.1 Before and after giving effect to this Amendment, the representations and warranties in ARTICLE VII IV of the Credit Loan Agreement shall be true and correct as though made on the date hereof except for changes that are permitted by the terms of the Credit Agreement and for the litigation now scheduled on Schedule 7.6 (Amended 8/96)Loan Agreement. The execution by the Borrower Borrowers of this Amendment shall be deemed a representation that the Borrower has Borrowers have complied with the foregoing condition. 4.2 Before and after giving effect to this Amendment, no Event of Default or no Event of Default Default, shall have occurred and be continuing under the Credit Loan Agreement except for those expressly waived by the terms hereof. The execution by the Borrower Borrowers of this Amendment shall be deemed a representation that the Borrower has Borrowers have complied with the foregoing condition. 4.3 The Administrative Bank shall have received a duly executed copy of this Amendment and the following documents or other items appropriately completed and duly executed by the Borrower Borrowers and the other Loan Parties Obligors where appropriate: (a) a replacement Revolving Note (the "Replacement Revolving Note") in the form provided by the Administrative Bank This Amendment appropriately completed and duly executed by the Borrower; (b) a replacement Term Note A (the "Replacement Term Note A") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower; (c) a replacement Term Note B (the "Replacement Term Note B"; and together with the Replacement Revolving Note and Replacement Term Note A being sometimes hereinafter referred to collectively as the "Replacement Notes" and individually as a "Replacement Note") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower; (d) an Amendment No. 2 to the Borrower Pledge Agreement (the "Pledge Agreement Amendment") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower pursuant to which, among other things, the Borrower pledges to the Administrative Bank not less than 100% of AWI's, VLC's, UWS', Raven's D& R Music, Inc.'s, Automatic Music Services, Inc.'s and Automation First, Inc.'s issued and outstanding stockBorrowers, together with the original stock certificates for such stock and undated stock powers signed by the Borrower in blank; (e) the Borrower Security Agreement in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by the Borrower; (f) a Consent in the form provided by the Administrative Bank appropriately completed and duly executed by resolution of each Guarantor; (g) the AWI Security Agreement appropriately completed and duly executed by AWI together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by AWI; (h) the VLC Security Agreement appropriately completed and duly executed by VLC together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by VLC; (i) recent UCC searches from the filing offices in all states required by the Banks which reflect that no Person holds a Lien in any of the Borrower's or any of its Subsidiaries' assets other than Permitted Liens; (j) a certified copy of Resolutions of Borrowers authorizing the Board of Directors of each Loan Party authorizing or ratifying the execution, execution and delivery and performance of this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment; (k) a certificate by the Secretary or any Assistant Secretary of each Loan Party certifying the names of the officers of such Loan Party authorized to sign this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment together with a sample of the true signature of such officers; (l) an Opinion of Counsel to the Loan Parties in form and substance satisfactory to the Administrative Bank Bank; (b) UCC Financing Statements duly executed by ENC in form and substance satisfactory to the Bank; (mc) an amendment fee UCC Searches on ENC showing no other Person holds any Lien on any of $50,000.00 ENC's assets other than Liens permitted by the Bank; (d) A favorable opinion of counsel to the Borrowers in immediately available fundsform and substance satisfactory to the Bank; (e) An Acknowledgment and Consent duly executed by ENStar in form and substance satisfactory to the Bank; and (nf) such Such other approvals, opinions or documents documents, as the Administrative Bank or the Bank may reasonably request.

Conditions and Effectiveness. This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions: 4.1 3.1 Before and after giving effect to this Amendment, the representations and warranties in ARTICLE VII IV of the Credit Loan Agreement shall be true and correct as though made on the date hereof except for changes that are permitted by the terms of the Credit Agreement and for the litigation now scheduled on Schedule 7.6 (Amended 8/96)Loan Agreement. The execution by the Borrower Borrowers of this Amendment shall be deemed a representation that the Borrower has Borrowers have complied with the foregoing condition. 4.2 3.2 Before and after giving effect to this Amendment, no Event of Default or no Event of Default Default, shall have occurred and be continuing under the Credit Loan Agreement except for those expressly waived by the terms hereof. The execution by the Borrower Borrowers of this Amendment shall be deemed a representation that the Borrower has Borrowers have complied with the foregoing condition. 4.3 3.3 The Administrative Bank shall have received a duly executed copy of this Amendment and the following documents or other items appropriately completed and duly executed by the Borrower Borrowers and the other Loan Parties Obligors where appropriateappropriate and shall have received the other items described herein: (a) a replacement Revolving Note (the "Replacement Revolving Note") in the form provided by the Administrative Bank This Amendment appropriately completed and duly executed by the Borrower; (b) a replacement Term Note A (the "Replacement Term Note A") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower; (c) a replacement Term Note B (the "Replacement Term Note B"; and together with the Replacement Revolving Note and Replacement Term Note A being sometimes hereinafter referred to collectively as the "Replacement Notes" and individually as a "Replacement Note") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower; (d) an Amendment No. 2 to the Borrower Pledge Agreement (the "Pledge Agreement Amendment") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower pursuant to which, among other things, the Borrower pledges to the Administrative Bank not less than 100% of AWI's, VLC's, UWS', Raven's D& R Music, Inc.'s, Automatic Music Services, Inc.'s and Automation First, Inc.'s issued and outstanding stockBorrowers, together with the original stock certificates for such stock and undated stock powers signed by the Borrower in blank; (e) the Borrower Security Agreement in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by the Borrower; (f) a Consent in the form provided by the Administrative Bank appropriately completed and duly executed by resolution of each Guarantor; (g) the AWI Security Agreement appropriately completed and duly executed by AWI together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by AWI; (h) the VLC Security Agreement appropriately completed and duly executed by VLC together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by VLC; (i) recent UCC searches from the filing offices in all states required by the Banks which reflect that no Person holds a Lien in any of the Borrower's or any of its Subsidiaries' assets other than Permitted Liens; (j) a certified copy of Resolutions of Borrowers authorizing the Board of Directors of each Loan Party authorizing or ratifying the execution, execution and delivery and performance of this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment; (k) a certificate by the Secretary or any Assistant Secretary of each Loan Party certifying the names of the officers of such Loan Party authorized to sign this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment together with a sample of the true signature of such officers; (l) an Opinion of Counsel to the Loan Parties in form and substance satisfactory to the Administrative Bank Bank; (b) An Acknowledgement and Consent duly executed by ENStar in form and substance satisfactory to the Bank; (mc) an amendment fee Copies of $50,000.00 in immediately available funds; the Vicom Asset Purchase Agreement and all amendments, modifications or supplements thereto certified by ENC's secretary to be true, correct and complete copies thereof, and (nd) such Such other approvals, opinions or documents documents, as the Administrative Bank or the Bank may reasonably request.

Conditions and Effectiveness. This Amendment shall become effective on as of the date first set forth abovehereof when, providedand only when, howeverthe Trustee, that the effectiveness NFC Collateral Agent and the Liquidity Agent shall have received counterparts of this Amendment is subject to executed by NFLP, National, the satisfaction Trustee, the NFC Collateral Agent, the Liquidity Agent, the Series 1996-2 Noteholder, and the Series 1996-2 Enhancement Providers, and counterparts of each the Consent hereto executed by the Dealers and the Liquidity Lenders; and Sections 2 and 3 hereof shall become effective when, and only when, the Trustee, the NFC Collateral Agent and the Liquidity Agent shall have also received all of the following conditionsdocuments, each document (unless otherwise indicated) being dated, or dated as of, the date hereof and in form and substance satisfactory to the Trustee, the NFC Collateral Agent and the Liquidity Agent: 4.1 Before and after (a) The written consent of the Rating Agencies to this Amendment or, as to any Rating Agency, the written confirmation by such Rating Agency that, upon giving effect to this Amendment, the representations and warranties in ARTICLE VII of the Credit Agreement shall Rating Agency Condition will be true and correct as though made on the date hereof except for changes that are permitted by the terms of the Credit Agreement and for the litigation now scheduled on Schedule 7.6 (Amended 8/96). The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied met with the foregoing condition. 4.2 Before and after giving effect respect to this Amendment, no Default or no Event of Default shall have occurred and be continuing under the Credit Agreement except for those expressly waived by the terms hereof. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition. 4.3 The Administrative Bank shall have received a duly executed copy of this Amendment and the following documents or other items appropriately completed and duly executed by the Borrower and the other Loan Parties where appropriate: (a) a replacement Revolving Note (the "Replacement Revolving Note") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrowersuch Rating Agency; (b) a replacement Term Note An executed copy of all those amendments to the other Related Documents that are to be entered into in connection with this Amendment, including, without limitation, the following amendments: (i) Amendment No. 4 to the A (the "Replacement Term Note A") Letter of Credit, in substantially the form provided by the Administrative Bank appropriately completed and duly executed by the Borrowerof Exhibit A hereto; (cii) a replacement Term Note Amendment No. 3 to the B (the "Replacement Term Note B"; and together with the Replacement Revolving Note and Replacement Term Note A being sometimes hereinafter referred to collectively as the "Replacement Notes" and individually as a "Replacement Note") Letter of Credit, in substantially the form provided by the Administrative Bank appropriately completed and duly executed by the Borrowerof Exhibit B hereto; (diii) an Amendment No. 2 to the Borrower Pledge Agreement (the "Pledge Agreement Amendment") Reduction A Letter of Credit, in substantially the form provided by of Exhibit C hereto; and (iv) Second Amendment to Reduction A Support Reimbursement Agreement, in substantially the Administrative Bank appropriately completed and duly executed by the Borrower pursuant to which, among other things, the Borrower pledges to the Administrative Bank not less than 100% form of AWI's, VLC's, UWS', Raven's D& R Music, Inc.'s, Automatic Music Services, Inc.'s and Automation First, Inc.'s issued and outstanding stock, together with the original stock certificates for such stock and undated stock powers signed by the Borrower in blankExhibit D hereto; (ec) the Borrower Security Agreement in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by the Borrower; (f) a Consent in the form provided by the Administrative Bank appropriately completed and duly executed by each Guarantor; (g) the AWI Security Agreement appropriately completed and duly executed by AWI together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by AWI; (h) the VLC Security Agreement appropriately completed and duly executed by VLC together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by VLC; (i) recent UCC searches from the filing offices in all states required by the Banks which reflect that no Person holds a Lien in any A Certificate of the Borrower's or any of its Subsidiaries' assets other than Permitted Liens; (j) a certified copy of Resolutions of the Board of Directors of each Loan Party authorizing or ratifying the execution, delivery and performance of this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment; (k) a certificate by the Secretary or any an Assistant Secretary of each Loan Party of the General Partner of NFLP, National and the Series 1996-2 Noteholder, certifying the names of the officers of such Loan Party individual or individuals authorized to sign this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment together with a sample of the true signature of each such officersindividual; (ld) an Opinion An opinion of Counsel counsel for NFLP, which counsel is acceptable to the Loan Parties in form Trustee, stating that the amendment of the Lease and substance satisfactory the Series 1996-2 Supplement made by this Amendment does not affect any Noteholder other than the Series 1996-2 Noteholder (which opinion may, to the Administrative Bank and extent the Bank; (m) same is based on any factual matter, rely upon an amendment fee Officer's Certificate as to the truth of $50,000.00 in immediately available funds; and (n) such other approvals, opinions or documents as the Administrative Bank or the Bank may reasonably requestfactual matter).

Conditions and Effectiveness. This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions: 4.1 Before and after giving effect to this Amendment, the representations and warranties in ARTICLE VII of the Credit Agreement shall be true and correct as though made on the date hereof except for changes that are permitted by the terms of the Credit Agreement and for changes that are required by the litigation now scheduled on Schedule 7.6 (Amended 8/96)terms of this Amendment. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition. 4.2 Before and after giving effect to this Amendment, no Default or no Event of Default shall have occurred and be continuing under the Credit Agreement except for those expressly waived by the terms hereof. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition. 4.3 The Administrative Bank shall have received a duly executed copy of this Amendment and the following documents or other items appropriately completed and duly executed by the Borrower and the other Loan Parties where appropriate: (a) a replacement Revolving Note Security Agreement, Pledge and Assignment: Equipment, Inventory Securities and Intellectual Property (the "Replacement Revolving NoteIP Security Agreement") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower; (b) , AWI, VLC and UWS together with UCC-1 Financing Statements in a replacement Term Note A (form acceptable to the "Replacement Term Note A") in the form provided by the Administrative Bank Banks appropriately completed and duly executed by each such Loan Party; (b) an Intercreditor Agreement in a form acceptable to the Administrative Bank, in its sole discretion, appropriately completed and duly executed by EDS, the Borrower, AWI, VLC and UWS; (c) a replacement Term Note B Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing (the "Replacement Term Note B"; and together with the Replacement Revolving Note and Replacement Term Note A being sometimes hereinafter referred to collectively as the "Replacement Notes" and individually as a "Replacement NoteDeed of Trust") in the form provided by the Administrative Bank appropriately completed and duly executed by covering the Borrower; (d) an Amendment No. 2 to the Borrower Pledge Agreement (the "Pledge Agreement Amendment") in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower pursuant to which's Bozeman, among other things, the Borrower pledges to the Administrative Bank not less than 100% of AWI's, VLC's, UWS', Raven's D& R Music, Inc.'s, Automatic Music Services, Inc.'s and Automation First, Inc.'s issued and outstanding stock, together with the original stock certificates for such stock and undated stock powers signed by the Borrower in blank; (e) the Borrower Security Agreement MT main office facility in the form provided by the Administrative Bank appropriately completed and duly executed by the Borrower together with UCC-1 Financing Statements in a form acceptable to the Banks Administrative Bank appropriately completed and duly executed by the Borrower; (fd) a Deed of Trust Parity Agreement in a form acceptable to the Administrative Bank, in its sole discretion, appropriately completed and duly executed by EDS, the Borrower, the Borrower and the Trustee; (e) a Consent in the form provided by the Administrative Bank appropriately completed and duly executed by each Guarantor; (g) the AWI Security Agreement appropriately completed and duly executed by AWI together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by AWI; (h) the VLC Security Agreement appropriately completed and duly executed by VLC together with UCC-1 Financing Statements in a form acceptable to the Banks appropriately completed and duly executed by VLC; (if) recent UCC searches from the filing offices in all states required by the Banks which reflect that no Person holds a Lien in any of the Borrower's or any of its Subsidiaries' assets covered by the IP Security Agreement or the Deed of Trust other than Permitted Liens; (jg) a certified copy of Resolutions of the Board of Directors of each Loan Party authorizing or ratifying the execution, delivery and performance of this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment; (kh) a certificate by the Secretary or any Assistant Secretary of each Loan Party certifying the names of the officers of such Loan Party authorized to sign this Amendment, the Replacement Notes, the Pledge Agreement Amendment and any other documents provided for in this Amendment together with a sample of the true signature of such officers; (li) an Opinion of Counsel to the Loan Parties in form and substance satisfactory to the Administrative Bank and the Bank; (mj) an amendment fee of $50,000.00 in immediately available funds; (k) 35,000 shares of the Borrower's common stock (the "VLT Shares") issued in the name of First Bank National Association; (l) a Stock Agreement in a form acceptable to the Administrative Bank, in its sole discretion, appropriately completed and duly executed by the Borrower; and (nm) such other approvals, opinions or documents as the Administrative Bank or the Bank may reasonably request.