Common use of Conditions Precedent to Borrowings Clause in Contracts

Conditions Precedent to Borrowings. The effectiveness of the Commitment of Lxxxxx, and the funding of the Loan on the Closing Date, are subject to the satisfaction (or wavier by Lxxxxx) of the following conditions precedent: (a) Lxxxxx’s receipt of (i) executed counterparts of this Agreement, (ii) such certificates of resolutions or other actions, incumbency certificates and/or other certificates of the Borrower as Lender may reasonably require, (iii) certified bylaws and certificate of incorporation for the Borrower, (iv) certificate of good standing of the Borrower in its jurisdiction of organization and (v) the results of searches for any effective UCC financing statements or tax Liens filed against the Borrower or its property, which results shall not show any such Liens (other than Liens approved by Lender); (b) Lxxxxx’s receipt of (i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Lender may deem necessary or desirable in order to perfect the Liens created hereunder, covering the Collateral and (ii) intellectual property security agreements in form appropriate for filing with the United States Patent and Trademark Office, covering the Borrower’s Registered Intellectual Property consisting of patents and trademarks; (c) All expenses required to be paid hereunder and invoiced on or before the Closing Date shall have been paid in full in cash; (d) The representations and warranties of the Borrower contained in Article IV or any other Loan Document shall be true and correct in all material respects on and as of the Closing 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 by a “material” standard, a “Material Adverse Effect” standard or similar other standard shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (e) No Default shall exist or would result from such proposed borrowing or from the application of the proceeds therefrom; (f) On or before the Closing Date, the Borrower shall have repaid all outstanding Indebtedness under that certain Loan and Security Agreement, dated as of June 15, 2023, by and among the Borrower, the lenders party thereto and Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “Closing Date Refinancing”); and (g) Lxxxxx’s receipt of executed counterparts of the Warrants, each duly executed and delivered by the Borrower. The execution of this Agreement by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Article III have been satisfied on and as of Closing Date.

Conditions Precedent to Borrowings. Conditions to Initial Borrowing . The effectiveness obligation of the Commitment of Lxxxxx, and the funding of the Loan each Lender to make a Borrowing hereunder on the Closing Date, are Date is subject to the satisfaction (or wavier by Lxxxxx) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent or as otherwise set forth in Section 6.16 and on Schedule 1.01A: (a) LxxxxxThe Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of (x) this Agreement, Agreement from the Borrower and Holdings and (y) a consent and reaffirmation from each Subsidiary Guarantor in form and substance reasonably satisfactory to the Administrative Agent; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; 80 (iii) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank (it being agreed that this condition has been satisfied by delivery of the Pledged Equity and related stock powers previously delivered to the Collateral Agent pursuant to the Existing Credit Agreement); (iv) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other actionsaction, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Ropes & Xxxx LLP, New York counsel to the Loan Parties substantially in the form of Exhibit G; (vii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit K; (viii) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named, including (i) standard flood hazard determination forms with respect to each Mortgaged Property and, (ii) if any Mortgaged Property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as Lender may reasonably requireto the existence of a special flood hazard and, (iii) certified bylaws and certificate if applicable, the unavailability of incorporation for flood hazard insurance under the Borrower, (iv) certificate of good standing of the Borrower in its jurisdiction of organization National Flood Insurance Program and (vy) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the results Administrative Agent; and (ix) copies of a recent Lien and judgment searches for any effective UCC financing statements or tax Liens filed against in each jurisdiction reasonably requested by the Borrower or its property, which results shall not show any such Liens (other than Liens approved by Lender)Administrative Agent with respect to the Loan Parties; (b) Lxxxxx’s receipt of (i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Lender may deem necessary or desirable in order to perfect the Liens created hereunder, covering the Collateral All fees and (ii) intellectual property security agreements in form appropriate for filing with the United States Patent and Trademark Office, covering the Borrower’s Registered Intellectual Property consisting of patents and trademarks; (c) All expenses required to be paid hereunder and invoiced on or at least two (2) Business Days before the Closing Date shall have been paid in full in cash;. (c) Prior to or substantially simultaneously with the initial Borrowings on the Closing Date, the Borrower shall have executed and delivered an amendment to the ABL Credit Agreement to the ABL Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, permitting, among other things, the incurrence of the Initial Loans hereunder. (d) Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, the Borrower shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money or preferred Equity Interests other than Indebtedness permitted by Section 7.03 and (ii) the Borrower shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock owned by Holdings. (e) The Arrangers shall have received (i) the Annual Financial Statements and (ii) the Quarterly Financial Statements. (f) The Arrangers shall have received at least five (5) days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least ten (10) Business Days prior to the Closing Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (g) Since February 2, 2013, there shall not have been any effect, change, event or occurrence that has had or would reasonably be expected to have a Material Adverse Effect. (h) The Refinancing shall have been consummated or shall be consummated substantially concurrently with the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Conditions to All Borrowings . The obligation of each Lender to honor a Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) the representations and warranties of the Borrower and each other Loan Party contained in Article IV V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Datedate of such Borrowing; 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 further, that, any representation and warranty that is qualified by a as to “material” standardmateriality”, a “Material Adverse Effect” standard or similar other standard language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (eb) No no Default or Event of Default shall exist or would result from such proposed borrowing or from the application of the proceeds therefrom; (f) On or before the Closing Date, the Borrower shall have repaid all outstanding Indebtedness under that certain Loan and Security Agreement, dated as of June 15, 2023, by and among the Borrower, the lenders party thereto and Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “Closing Date Refinancing”)Borrowing; and (gc) Lxxxxx’s receipt the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of executed counterparts Loans to the other Type or a continuation of the Warrants, each duly executed and delivered by the Borrower. The execution of this Agreement Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions condition specified in Article III have Section 4.02(a) has been satisfied on and as of Closing Datethe date of the applicable Borrowing.

Conditions Precedent to Borrowings. 4.1 Conditions precedent to the initial Borrowing The effectiveness obligation of the Lenders to make available the initial Borrowing hereunder is conditional upon the delivery of the following to the Agent, in form and substance reasonably satisfactory to all Lenders, and in sufficient copies for distribution to each Lender: 4.1.1 a duly executed copy of this Agreement together with a promissory note stated to be payable in accordance with and subject to this Agreement in favour of any Lender which so requests in the amount of its aggregate Commitment hereunder; 4.1.2 a certified copy of Lxxxxxthe constating documents of the Borrowers and each Material Subsidiary; 4.1.3 a duly certified copy of the resolution or resolutions of the board of directors of each Borrower relating to the authority of such Borrower to execute and deliver, and to perform its obligations under this Agreement and the instruments, agreements, certificates and papers and other documents provided for or contemplated herein, and relating to the manner in which the foregoing documents are to be executed and delivered and in which such Borrower shall avail itself of its rights thereunder; 4.1.4 a duly certified copy of the resolution or resolutions of the board of directors of each Material Subsidiary relating to the authority of each Material Subsidiary to execute and deliver the instruments, agreements, certificates and papers and other documents provided for or contemplated herein, and the funding manner in which the foregoing documents are to be executed and delivered; 4.1.5 a certificate of the Loan secretary of each Borrower setting forth specimen signatures of the individuals authorized to sign on its behalf this Agreement and the Closing Dateinstruments, are subject agreements, certificates, papers and other documents provided for or contemplated herein; 4.1.6 a certificate of the secretary of each Material Subsidiary setting forth specimen signatures of the individuals authorized to sign on its behalf the instruments, agreements, certificates, papers and other documents provided for or contemplated herein; 4.1.7 a certificate of each Borrower to the satisfaction effect that the representations and warranties contained herein are still true and accurate and that there is no Default or Event of Default, such certificate to include, in the case of SLM, calculations showing compliance, on a consolidated basis, with the financial tests set forth in this Agreement; 4.1.8 evidence that the Security shall have been provided in respect of all assets intended to be subject thereto at such time; 4.1.9 a satisfactory report from KPMG with respect to the business, operations and affairs of SLM and its Subsidiaries and a report from SLM providing details of Permitted Encumbrances referred to in paragraphs (or wavier by Lxxxxxii) and (viii) of Section 1.1.41; 4.1.10 a copy of the following conditions precedent:executed Agreement and Plan of Reorganization and evidence that the transactions contemplated therein have occurred or shall occur substantially concurrently with the initial Borrowing; 4.1.11 copies of all regulatory approvals and consents which are required to be obtained from any governmental authority in order to complete the transactions contemplated by the Agreement and Plan of Reorganization; 4.1.12 a copy of the Canadian Operating Credit and the US Operating Credit; 4.1.13 a certificate of the Chief Financial Officer of SLM that the consolidated EBITDA of SLM (aprior to giving effect to the transaction contemplated by the Agreement and Plan of Reorganization) Lxxxxx’s receipt for the month ended September 26, 1998 was not less than US $2,700,000; 4.1.14 a copy of (i) executed counterparts the consolidated financial results of SLM for the nine months ended September 26, 1998 and for the month ended September 26, 1998; 4.1.15 a copy of share certificates of SLM evidencing that Phoenix Home Life Mutual Insurance Company shall have become a preferred shareholder of SLM and a certificate of the Chief Financial Officer of SLM stating that Phoenix Home Life Mutual Insurance Company has thereby made an equity investment in SLM of an amount not less than US $12,500,000; 4.1.16 the favourable opinion of counsel to the Borrowers and the Material Subsidiaries as to corporate status and capacity, their authority and legal right to enter into and perform their respective obligations under this Agreement and the Agreement and Plan of Reorganization, and as to the validity, binding effect and enforceability of this Agreement, (ii) such certificates of resolutions the Security provided on or other actions, incumbency certificates and/or other certificates prior to the date of the Borrower as Lender may reasonably require, (iii) certified bylaws initial Borrowing and certificate the Agreement and Plan of incorporation for the Borrower, (iv) certificate of good standing of the Borrower in its jurisdiction of organization and (v) the results of searches for any effective UCC financing statements or tax Liens filed against the Borrower or its property, which results shall not show any such Liens (other than Liens approved by Lender)Reorganization; (b) Lxxxxx’s receipt 4.1.17 confirmation that no material adverse change has occurred in the business or financial condition of (i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Lender may deem necessary SLM and its Subsidiaries, taken as a whole, or desirable in order to perfect the Liens created hereunderSports Holding Corp. and its Subsidiaries, covering the Collateral and (ii) intellectual property security agreements in form appropriate for filing with the United States Patent and Trademark Officetaken as a whole, covering the Borrower’s Registered Intellectual Property consisting of patents and trademarks; (c) All expenses required to be paid hereunder and invoiced on or before the Closing Date shall have been paid in full in cash; (d) The representations and warranties of the Borrower contained in Article IV or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided thatsince December 31, 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 by a “material” standard, a “Material Adverse Effect” standard or similar other standard shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (e) No Default shall exist or would result from such proposed borrowing or from the application of the proceeds therefrom; (f) On or before the Closing Date, the Borrower shall have repaid all outstanding Indebtedness under that certain Loan and Security Agreement, dated as of June 15, 2023, by and among the Borrower, the lenders party thereto and Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “Closing Date Refinancing”)1997; and (g) Lxxxxx’s receipt 4.1.18 the favourable opinion of executed counterparts of counsel to the WarrantsLenders as to the validity, each duly executed binding effect and delivered by the Borrower. The execution enforceability of this Agreement by and of the Borrower shall be deemed Security provided on or prior to be a representation and warranty that the conditions specified in Article III have been satisfied on and as date of Closing Datethe initial Borrowing.

Conditions Precedent to Borrowings. The effectiveness No Lender is obligated to fund the initial Borrowing or issue any LC unless Agent, in its reasonable discretion, determines as of the Commitment of Lxxxxx, and Closing Date that no material adverse condition exists in the funding financial or capital markets generally affecting the potential syndication of the Loan Revolving Facility and Agent has received all of the items described in PART A on SCHEDULE 6. In addition, no Lender is obligated to fund (as opposed to continue or convert) any Borrowing or issue any LC unless on the Closing Date, are subject applicable Borrowing Date or issue date (and after giving effect to the satisfaction (requested Borrowing or wavier by Lxxxxx) of LC), as the following conditions precedent: case may be: (a) Lxxxxx’s receipt of Agent (iand the Issuing Lender, if applicable) executed counterparts of this timely receives a Borrowing Request or LC Request (together with the applicable LC Agreement), (ii) such certificates of resolutions or other actions, incumbency certificates and/or other certificates of as the Borrower as Lender case may reasonably require, (iii) certified bylaws and certificate of incorporation for the Borrower, (iv) certificate of good standing of the Borrower in its jurisdiction of organization and (v) the results of searches for any effective UCC financing statements or tax Liens filed against the Borrower or its property, which results shall not show any such Liens (other than Liens approved by Lender); be; (b) Lxxxxx’s receipt of (i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Issuing Lender may deem necessary or desirable in order to perfect the Liens created hereunder, covering the Collateral receives any applicable LC fee then due and (ii) intellectual property security agreements in form appropriate for filing with the United States Patent and Trademark Office, covering the Borrower’s Registered Intellectual Property consisting of patents and trademarks; payable; (c) All expenses required to be paid hereunder and invoiced on or before all of the Closing Date shall have been paid in full in cash; (d) The representations and warranties of the Borrower contained Companies in Article IV or any other the Loan Document shall be Documents are true and correct in all material respects (unless they speak to a specific date or are based on and as of the Closing Datefacts which have changed by transactions contemplated or expressly permitted by this agreement); 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 by a “material” standard, a “(d) no Material Adverse Effect” standard Event, Default, or similar other standard shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; Potential Default exists; (e) No Default shall exist or would result from such proposed borrowing or from the application none of the proceeds therefrom; matters disclosed in any amendments to SCHEDULES 7.9 or 7.11 are objected to by Determining Lenders; and (f) On or before the Closing Dateno limitation in SECTION 2.1 OR 2.3 is exceeded. Each Borrowing Request and LC Request, the Borrower shall have repaid all outstanding Indebtedness under that certain Loan and Security Agreementhowever delivered, dated as of June 15, 2023, by and among the constitutes Borrower, the lenders party thereto and Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “Closing Date Refinancing”); and (g) Lxxxxx’s receipt of executed counterparts of the Warrants, each duly executed and delivered by the Borrower. The execution of this Agreement by the Borrower shall be deemed to be a 's representation and warranty that the conditions specified in Article III have been satisfied CLAUSES (c) through (f) above are satisfied. Upon Agent's or any Lender's reasonable request, Borrower shall deliver to Agent or such Lender evidence substantiating any of the matters in the Loan Documents that are necessary to enable Borrower to qualify for the Borrowing or LC, as the case may be. Each condition precedent in this agreement (including, without limitation, those on SCHEDULE 6) is material to the transactions contemplated by this agreement, and as time is of Closing Datethe essence with respect to each condition precedent.