Common use of Conditions Precedent to Amendment Clause in Contracts

Conditions Precedent to Amendment. This Amendment shall become effective as of the date on which the following conditions precedent are satisfied (such date, the “Amendment Effective Date”): (a) The Administrative Agent shall have received from the Borrower, each other Loan Party, and each Lender a counterpart of this Amendment duly executed and delivered on behalf of such party. (b) If required by Administrative Agent, the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a certificate of Borrower, dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower, including or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certifications, as applicable, referred to in paragraph (d) of this Section, or otherwise certifying such documents provided to Administrative Agent in connection with the closing of the Credit Agreement or subsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain in full force and effect, and without amendment or modification. (d) The Administrative Agent shall have received (i) as to each Loan Party, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as of the Amendment Effective Date, and (iii) a certificate of existence or good standing (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party. (f) The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this Amendment. (g) Upon the effectiveness of this Amendment and both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall exist. (h) The representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent to Amendment. This Amendment shall become effective as The satisfaction (or waiver in writing by Agents) of each of the date on which the following shall constitute conditions precedent are satisfied to the effectiveness of the Amendment (such date, date being the “Amendment Effective Date”): (a) The Administrative Agent Agents shall have received from this Amendment, duly executed by the Borrower, each other Loan Partyparties hereto, and each Lender a counterpart of this Amendment duly executed the same shall be in full force and delivered on behalf of such partyeffect. (b) If required by Administrative Agent, the The Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) an executed legal opinion, in customary form, of counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative AgentWeil, Gotshal & Xxxxxx LLP. (c) The Administrative Agent (or its counsel) shall have received a certificate of Borrowereach Loan Party, dated as of the Amendment Effective Date and Date, in form and substance reasonably satisfactory to the Administrative Agent, executed by the President or any Responsible Officer Vice President and the Secretary or any Assistant Secretary of Borrowersuch Loan Party, including or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the executiondocuments referred to in Section 3(d)(i), delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certificationsand (iv) below (or, as applicable, referred with respect to in paragraph clause (dii) of this Sectionsuch Section 3(d), or otherwise certifying that there have been no modifications to the Governing Documents of such documents provided to Administrative Agent Loan Party since the Effective Date), and in connection with the closing case of the Credit Agreement or subsequent Subsidiary Guarantees by Subsidiary Guarantors (Borrower certifying as applicableto the matters in Sections 3(f), 3(g) remain in full force and effect, and without amendment or modification3(h) below. (d) The Administrative Agent shall have received (i) a copy of the resolutions of the board of directors or other managers of each Loan Party (or a duly authorized committee thereof) authorizing (A) the execution, delivery, and performance of this Amendment and (B) the extensions of credit contemplated under the Credit Agreement as to amended hereby, (ii) the Governing Documents, (iii) long-form good standing certificates, certificates of status, certificates of good standing, or other comparable certificates of each Loan Party, either and (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (xiv) signature and incumbency certificates (or other comparable documents evidencing the same) of the Responsible Authorized Officers of such each Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as of the Amendment Effective Date, and (iii) a certificate of existence or good standing (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent datethis Amendment. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party. (f) The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this Amendment. (g) Upon the effectiveness of this Amendment and both immediately before and immediately after After giving effect to this Amendment, no Default or Event of Default shall exist. (h) The the representations and warranties in Section 4 of this Amendment contained herein shall be true and correct in all material respects. The Administrative Agent respects (except that such materiality qualifier shall notify not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the Borrower text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Lenders date hereof, as though made on and as of such date (except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, any Agent, any Lender, or any Secured Party. (g) No Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (h) Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all costs and such notice expenses then payable pursuant to the Credit Agreement and Section 5 of this Amendment. (i) Administrative Agent shall be conclusive and bindinghave received, in immediately available funds, the Amendment Fee referred to in Section 6 hereof.

Conditions Precedent to Amendment. This Amendment shall become effective as The satisfaction of each of the date on which the following shall constitute conditions precedent are satisfied to the effectiveness of this Amendment (such datedate upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”): (a) The Administrative Agent shall have received from the Borrowerthis Amendment, each other Loan Party, and each Lender a counterpart of this Amendment duly executed and delivered on behalf of such partyby the parties hereto. (b) If required by Administrative Agent, the Administrative Agent shall have received a favorable written opinion certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (addressed other than Xxxxxxx), dated as of the date hereof, (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the Administrative Agent date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Lenders and dated the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, and performance of counsel for this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Parties in form Documents executed concurrently herewith to which such Loan Party is a party, and substance reasonably satisfactory (ii) either (A) attesting to the Administrative Agentincumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party. (c) The Administrative Agent shall have received a certificate of Borrowerstatus, dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower, including good standing or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certificationsother equivalent, as applicable, referred with respect to in paragraph each Loan Party (d) other than Xxxxxxx), dated as of this Sectiona recent date, or otherwise certifying such documents provided certificate to Administrative Agent in connection with be issued by the closing appropriate officer of the Credit Agreement jurisdiction of incorporation or subsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain organization of such Loan Party, which certificate shall indicate that such Loan Party is in full force and effect, and without amendment or modificationgood standing in such jurisdiction. (d) The Administrative Agent shall have received (i) as to each Loan Party, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as of the Amendment Effective Date, and (iii) a certificate of existence or good standing (to the extent such concept exists) from the applicable Governmental Authority copies of each Loan Party’s jurisdiction (other than Xxxxxxx’x) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of incorporationsuch Loan Party, organization or formation (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of a reasonably recent datethe date hereof. (e) The Administrative Agent After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall have received be true, correct and complete in all fees material respects (except that such materiality qualifier shall not be applicable to any representations and other amounts due warranties that already are qualified or modified by materiality in the text thereof) on and payable as of the date hereof, as though made on or prior such date (except to the Amendment Effective Dateextent that such representations and warranties relate solely to an earlier date, including reimbursement or payment in which case such representations and warranties shall be true, correct and complete in all material respects as of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Partysuch earlier date). (f) The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this Amendment. (g) Upon the effectiveness of this Amendment and both immediately before and immediately after After giving effect to this Amendment, no Default or Event of Default shall existhave occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (h) The representations Agent shall have received a joinder agreement duly executed and warranties delivered by Xxxxxxx, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in Section 4 of this Amendment form and substance reasonably satisfactory to Agent, which documents shall be true in full force and correct in all material respects. The Administrative effect. (i) Agent shall notify have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case Xx. 00-00000 xx Xxxxxx Xxxxxx Bankruptcy Court for the Borrower and the Lenders District of the Amendment Effective Date, and such notice shall be conclusive and bindingDelaware have been closed.

Conditions Precedent to Amendment. This Amendment shall become effective as The satisfaction of each of the date on which the following shall constitute conditions precedent are satisfied to the effectiveness of the Amendment (such date, date being the “Amendment Effective Date”): (a) The Administrative Agent Lender shall have received from this Amendment, duly executed by the Borrower, each other Loan Partyparties hereto, and each Lender a counterpart of this Amendment duly executed the same shall be in full force and delivered on behalf of such partyeffect. (b) If required Lender shall have received (i) that certain Credit Agreement dated as of June 8, 2012 by and among Borrower, ONEWEST BANK, FSB, as Administrative AgentAgent (in such capacity, the Administrative “Junior Agent”), and the Junior Lenders party thereto (the “Junior Credit Agreement”), duly executed by the parties thereto, in form and substance satisfactory to Lender and (ii) any and all security agreements, including any deed of trust, mortgage or similar security document, executed in favor of the Junior Agent in connection with the Junior Credit Agreement, each of which shall be in form and substance satisfactory to Lender. (c) Lender shall have received a favorable written opinion subordination agreement by and among Lender, Borrower and Junior Agent, duly executed and delivered by the parties thereto, which shall be in form and substance satisfactory to Lender. (addressed d) Lender shall have received amendments to Borrower’s Governing Documents or any other agreements evidencing Borrower’s Preferred Stock, which amendments shall extend the mandatory redemption date with respect to such Preferred Stock to a date that is after December 31, 2014, and which amendments shall be otherwise in form and substance satisfactory to Lender. (e) The representations and warranties herein and in the Loan Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the Administrative Agent extent that such representations and warranties relate solely to an earlier date). (f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the Lenders consummation of the transactions contemplated herein shall have been issued and dated remain in force by any Governmental Authority against Borrower or Lender. (g) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (h) All other documents and legal matters in connection with the transactions contemplated by this Amendment Effective Date) of counsel for the Loan Parties shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to the Administrative AgentLender. (c) The Administrative Agent shall have received a certificate of Borrower, dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower, including or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certifications, as applicable, referred to in paragraph (d) of this Section, or otherwise certifying such documents provided to Administrative Agent in connection with the closing of the Credit Agreement or subsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain in full force and effect, and without amendment or modification. (d) The Administrative Agent shall have received (i) as to each Loan Party, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as of the Amendment Effective Date, and (iii) a certificate of existence or good standing (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party. (f) The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this Amendment. (g) Upon the effectiveness of this Amendment and both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall exist. (h) The representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent to Amendment. This Amendment shall become effective as The satisfaction (or waiver in writing by Agent) of each of the date on which the following shall constitute conditions precedent are satisfied to the effectiveness of the Amendment (such date, date being the “Amendment Effective Date”): (a) The Administrative Agent shall have received from this Amendment, duly executed by the Borrower, each other Loan Partyparties hereto, and each Lender a counterpart of this Amendment duly executed the same shall be in full force and delivered on behalf of such partyeffect. (b) If required by Administrative Agent, the Administrative Agent shall have received a favorable written opinion (addressed copy of an amendment to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of counsel for the Loan Parties Second Lien Credit Agreement, in form and substance reasonably satisfactory to Agent (the Administrative Agent“Second Lien Amendment”), duly executed by the parties hereto, and the same shall be in full force and effect as of the Amendment Effective Date, together with a certificate of the Secretary of Parent certifying such document as being a true and correct copy thereof. (c) The Administrative Agent shall have received UCC, tax lien, judgment lien, litigation, bankruptcy and intellectual property searches with respect to Visualize Health, and the same shall be satisfactory to Agent. (d) Agent shall have received a certificate of Joinder Agreement duly executed by each New Borrower, dated along with the Amendment Effective Date other documents, instruments and agreements executed and delivered in connection therewith or otherwise relating thereto, and all other items identified as additional requirements in Section 7 of such Joinder Agreement, each being in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower, including or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certifications, as applicable, referred to in paragraph (d) of this Section, or otherwise certifying such documents provided to Administrative Agent in connection with the closing of the Credit Agreement or subsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain shall be in full force and effect, and without amendment or modification. (di) The Administrative Agent shall have received fully executed versions of the material VH Transaction Documents and all other material documentation associated with the VH Transaction, (iii) there are no material VH Transaction Documents, other than (A) the VH Contribution and Exchange Agreement, (B) the VH Stockholders Agreement, (C) the Transition Services Agreement, (D) the Management and Shared Services Agreement, and (E) those material documents, instruments and/or agreements executed and delivered in connection with the VH Transaction that are in form and substance reasonably satisfactory to Agent (it being acknowledged and agreed that the VH Contribution and Exchange Agreement in the form attached as Exhibit A hereto is satisfactory to each Loan PartyAgent) (the documents referenced in clauses (A) through (E), either collectively, the “Material VH Transaction Documents”), (xiii) a copy of each certificate there shall have been no amendments, modifications or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, supplements to the extent applicableMaterial VH Transaction Documents that are (individually or in the aggregate) adverse to the interests of Agent or any member of the Lender Group other than with the consent of Agent, as and (iv) each of a recent date the VH Transaction Documents shall have been duly executed and delivered by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretaryparties thereto, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain same shall be in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as of the Amendment Effective Date, and (iii) a certificate of existence or good standing (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Partyeffect. (f) The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent a duly executed certificate of an authorized officer of Parent, in connection substantially the form of Exhibit C attached hereto, together with this Amendmentall attachments thereto. (g) Upon Agent shall have received evidence in form reasonably satisfactory to it that the effectiveness VH Transaction shall have been consummated (or shall be consummated substantially concurrently with the Amendment Effective Date) in accordance with the VH Transaction Documents and all applicable requirements of this Amendment and both immediately before and immediately after law. (h) After giving effect to this Amendment, no Default or Event of Default shall exist. (h) The the representations and warranties contained herein, in Section 4 of this Amendment the Credit Agreement, and in the other Loan Documents, in each case shall be true and correct in all material respects. The Administrative Agent respects (except that such materiality qualifier shall notify not be applicable to any representations and warranties that already are qualified or modified by materiality in the Borrower text thereof) on and as of the Lenders date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). (i) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, Agent, any other member of the Lender Group, or any Bank Product Provider. (j) No Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date, nor shall either result from the consummation of the VH Transaction or any of the other transactions contemplated herein. (k) Borrowers shall pay concurrently with the closing of the transactions evidenced by this Amendment, all fees, costs, expenses and such notice taxes then payable pursuant to the Credit Agreement and Section 6 of this Amendment. (l) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be conclusive in form and bindingsubstance reasonably satisfactory to Agent.

Conditions Precedent to Amendment. This Amendment shall become effective as The satisfaction (or waiver in writing by Agent) of each of the date on which the following shall constitute conditions precedent are satisfied to the effectiveness of the Amendment (such date, date being the “Amendment Effective Date”): (a) The Administrative Agent shall have received from this Amendment, duly executed by each of the Borrower, each other Loan Party, Parties and each Lender a counterpart of this Amendment duly executed and delivered on behalf of such partyLender. (b) If required Agent shall have received that certain Reaffirmation Agreement, dated as of the Amendment Effective Date (the “Reaffirmation Agreement”), duly executed by Administrative Agent, each of the Administrative Loan Parties and each Lender. (c) Agent shall have received a favorable written opinion completed Perfection Certificate covering each of the Loan Parties. (addressed to the Administrative d) Agent and the Lenders and shall have received a certificate signed by an Authorized Person of each Loan Party, dated as of the Amendment Effective Date, certifying as of the Amendment Effective date to the matters set forth in Section 4(i), Section 4(j), and Section 4(k) of counsel for this Amendment. LEGAL_US_W # 114934041.4 (e) Agent shall have received a certificate from the Secretary, Assistant Secretary, or other duly authorized officer of each Loan Parties Party (i) attesting to the resolutions of such Loan Party’s board of directors (or similar governing body) authorizing its execution, delivery, and performance of this Amendment and the Reaffirmation Agreement, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party. (f) Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented to the Amendment Effective Date, which Governing Documents shall be (i) in form and substance reasonably satisfactory to Agent, (ii) certified by the Administrative AgentSecretary or Assistant Secretary of such Loan Party, and (iii) with respect to Governing Documents that are charter documents, certified as of a recent date (not more than 30 days prior to the Amendment Effective Date) by the appropriate governmental official (or, alternatively, that true and complete copies of each Governing Document of such Loan Party attached to a certificate previously delivered to Agent on behalf of such Loan Party (a “Prior Certificate”) remain in full force and effect and have not been amended or modified since the date of such Prior Certificate). (cg) The Administrative Agent shall have received a certificate of Borrower, dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower, including or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certifications, as applicable, referred to in paragraph (d) of this Section, or otherwise certifying such documents provided to Administrative Agent in connection status with the closing of the Credit Agreement or subsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain in full force and effect, and without amendment or modification. (d) The Administrative Agent shall have received (i) as respect to each Loan Party, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as dated within 30 days of the Amendment Effective Date, and (iii) a such certificate to be issued by the appropriate officer of existence or the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction (to or, if such jurisdiction does not provide certificates of good standing, the extent equivalent (if any) provided in such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent datejurisdiction). (eh) The Administrative Agent shall have received all fees an opinion of the Loan Parties’ counsel in form and other amounts due substance satisfactory to Agent (which such opinions shall expressly permit reliance by permitted successors and payable on or prior to assigns of Agent and the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan PartyLenders). (fi) The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this Amendment. (g) Upon the effectiveness of this Amendment and both immediately before and immediately after After giving effect to this Amendment, no Default or Event of Default shall exist. (h) The the representations and warranties contained herein, in Section 4 of this Amendment the Credit Agreement, and in the other Loan Documents, in each case shall be true and correct in all material respects. The Administrative Agent respects (except that such materiality qualifier shall notify not be applicable to any representations and warranties that already are qualified or modified by materiality in the Borrower text thereof) on and as of the Lenders date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). (j) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, Agent, any other member of the Lender Group, or any Bank Product Provider. (k) No Event of Default shall have occurred and be continuing as of the Amendment Effective Date, and such notice nor shall be conclusive and bindingany Event of Default result from the transactions contemplated herein.

Conditions Precedent to Amendment. This Amendment shall become effective as The satisfaction or waiver of each of the date on which the following shall constitute conditions precedent are satisfied to the effectiveness of the Amendment (such date, date being the “Amendment Effective Date”): (a) The Administrative Agent shall have received from this Amendment, duly executed by the Borrower, each other Loan Partyparties hereto, and each Lender a counterpart of this Amendment duly executed the same shall be in full force and delivered on behalf of such partyeffect. (b) If required by Administrative Agent, the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent reaffirmation and the Lenders consent of each Guarantor attached hereto as Exhibit A, duly executed and dated the Amendment Effective Date) delivered by an authorized official of counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agenteach Guarantor. (c) The Administrative Agent shall have received the Amended and Restated Fee Letter, in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect. (d) Agent shall have received a certificate from the Secretary of Borrower, dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower, including or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certifications, as applicable, referred to in paragraph (d) of this Section, or otherwise certifying such documents provided to Administrative Agent in connection with the closing of the Credit Agreement or subsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain in full force and effect, and without amendment or modification. (d) The Administrative Agent shall have received (i) as to each Loan Party, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct dated as of the Amendment Effective Date, and (iii) a certificate of existence or good standing (attesting to the extent resolutions of such concept existsLoan Party’s board of directors authorizing its execution, delivery, and performance of this Amendment, approving the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party. (e) from the applicable Governmental Authority Agent shall have received copies of each Loan Party’s jurisdiction of incorporationGoverning Documents, organization as amended, modified, or formation as of a reasonably recent date. (e) The Administrative Agent shall have received all fees and other amounts due and payable supplemented, on or prior to the Amendment Effective Date, including reimbursement or payment certified by the Secretary of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any such Loan Party. (f) The Administrative Agent shall have received a certificate of status with respect to each Loan Party, dated as of a recent date, such other documents and agreements as required certificate to be issued by Administrative Agent the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in connection with this Amendmentgood standing in such jurisdiction. (g) Upon Agent shall have received certificates of status with respect to each Loan Party, dated as of a recent date, such certificates to be issued by the effectiveness appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party), in which the failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions. (h) After giving effect to this Amendment Amendment, the representations and both immediately before warranties herein and immediately after in the Credit Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). (i) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Guarantor, Agent, or any Lender. (j) After giving effect to this Amendment, no Default or Event of Default shall exist. (h) The representations have occurred and warranties in Section 4 of this Amendment be continuing or shall be true and correct in all material respects. The Administrative Agent shall notify result from the Borrower and the Lenders consummation of the Amendment Effective Date, and such notice shall be conclusive and bindingtransactions contemplated herein.

Conditions Precedent to Amendment. This Amendment shall become effective as The satisfaction (or waiver in writing by Agent) of each of the date on which the following shall constitute conditions precedent are satisfied to the effectiveness of the Amendment (such date, conditions being the “Fourth Amendment Conditions Precedent” and such date being the “Fourth Amendment Effective Date”): (a) The Administrative Agent shall have received from this Amendment, duly executed by the Borrower, each other Loan Partyparties hereto, and each Lender a counterpart of this Amendment duly executed the same shall be in full force and delivered on behalf of such partyeffect. (b) If required by Administrative Agent, the Administrative Agent shall have received a favorable written opinion certificate from the Secretary or other Authorized Person of each Loan Party (addressed i) attesting to the Administrative resolutions of such Loan Party’s board of directors authorizing its execution, delivery, and performance of the Amendment, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party. (i) Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented as of the Fourth Amendment Effective Date, which Governing Documents shall be (A) certified by the Secretary of such Loan Party, and (B) with respect to Governing Documents that are charter documents, certified as of a recent date (not more than 30 days prior to the Lenders and dated the Fourth Amendment Effective Date) by the appropriate governmental official (or, alternatively, that true and complete copies of counsel for each Organizational Document of such Credit Party attached to a certificate previously delivered to Administrative Agent on behalf of such Credit Party (a “Prior Certificate”) remain in full force and effect and have not been amended or modified since the date of such Prior Certificate) and (ii) each Loan Parties Party’s Governing Documents shall have been amended to remove any prohibitions or transfer restrictions on its equity interests in a manner satisfactory to Agent and such Governing Documents shall be otherwise in form and substance reasonably satisfactory to the Administrative Agent. (cd) The Administrative Agent shall have received a certificate of Borrower, dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer status or certificate of Borrower, including or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certificationsgood standing, as applicable, referred to in paragraph (d) of this Section, or otherwise certifying such documents provided to Administrative Agent in connection applicable with the closing of the Credit Agreement or subsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain in full force and effect, and without amendment or modification. (d) The Administrative Agent shall have received (i) as respect to each Loan Party, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates dated within 30 days of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as of the Fourth Amendment Effective Date, and (iii) a such certificate to be issued by the appropriate officer of existence or the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing (to in such jurisdiction, together with a verbal bring down letter dated within 1 day of the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent dateFourth Amendment Effective Date. (e) The Administrative Agent shall have received payment of all fees and other amounts due and payable expenses required to be paid by Borrower on or about the Fourth Amendment Effective Date under the Loan Documents and all expenses to be paid or reimbursed to the Agent that have been invoiced prior to the Fourth Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan PartyDate shall have been paid. (f) The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this Amendment. (g) Upon the effectiveness of this Amendment and both immediately before and immediately after After giving effect to this Amendment, no Default or Event of Default shall exist. (h) The the representations and warranties contained herein, in Section 4 of this Amendment the Credit Agreement, and in the other Loan Documents, in each case shall be true and correct in all material respects. The Administrative Agent respects (except that such materiality qualifier shall notify not be applicable to any representations and warranties that already are qualified or modified by materiality in the Borrower text thereof) on and the Lenders as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). Notwithstanding anything herein to the contrary, none of the Element Entities are making any of the representations in Section 4.5, 4.7, 4.15 or 4.26 of the Credit Agreement on the Fourth Amendment Effective Date. (g) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Guarantor, Agent, any other member of the Lender Group. (h) No Default or Event of Default (other than the Specified Default) shall have occurred and be continuing as of the Fourth Amendment Effective Date, and such notice nor shall be conclusive and bindingeither result from the consummation of the transactions contemplated herein.

Conditions Precedent to Amendment. This Amendment shall become effective as of the date first above written if, and only if on which the following conditions precedent are satisfied (such date, the “Amendment Effective Date”):: (a) The Administrative Agent shall have has received from the Borrower, each other Loan Party, and each Lender a counterpart duly executed copies of this Amendment duly executed from the Borrowers, each Extending Lender, the Required Lenders, the Issuing Bank, the Swing Line Bank and delivered on behalf the Administrative Agent; provided, that the Administrative Agent shall be satisfied that the Revolving Loan Commitments of the Extending Lenders (after giving effect to the reduction of the Aggregate Revolving Loan Commitment contemplated by Section 2(b) above) shall equal at least $400,000,000 (or such partyother amount as may be agreed to by the Arrangers and the Company). (b) If required The Administrative Agent has received duly executed copies of the Reaffirmation in the form of Annex IX attached hereto from each Subsidiary Guarantor. (c) Except as otherwise agreed by the Administrative Agent, the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a secretary’s certificate of Borrowereach Borrower and Subsidiary Guarantor (other than Xxxxx Industries Foreign Sales Corporation) confirming or supplementing the matters set forth in the most recent secretary’s certificate delivered by such Borrower or Subsidiary Guarantor in connection with the Credit Agreement, dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower, including or attaching (i) copies of which certificate shall certify resolutions of the board of directors and/or similar governing bodies of such Borrower approving and or Subsidiary Guarantor authorizing the execution, delivery and performance of the Amendment and the Loan Documents (after giving effect to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certifications, as applicable, referred to in paragraph (d) of this Section, or otherwise certifying such documents provided to Administrative Agent in connection with the closing of the Credit Agreement or subsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain in full force and effect, and without amendment or modification.Amendment); and (d) The Except as otherwise agreed by the Administrative Agent, the Administrative Agent shall have received (i) as legal opinions of outside counsel to each Loan Party, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents Borrowers and Subsidiary Guarantors (other than Xxxxx Industries Foreign Sales Corporation) with respect to which it is a party or (y) written certification by such Loan Party’s secretarygeneral corporate and organizational matters, assistant secretary or other Responsible Officer that such Loan Party’s signature due authorization, execution and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as delivery of the Amendment Effective DateAmendment, absence of conflicts with law and (iii) a certificate material agreements, no disturbance of existence or good standing (to prior security interest opinions, the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party. (f) The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this Amendment. (g) Upon the effectiveness enforceability of this Amendment and both immediately before the Amended Credit Agreement and immediately after giving effect to this Amendment, no Default or Event of Default shall exist. (h) The representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects. The such other matters as the Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and bindingreasonably request.