Common use of Conditions to Effectiveness of Second Amendment Clause in Contracts

Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the date (the “Amendment No. 2 Effective Date”) when the Administrative Agent shall have determined that the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a copy of (i) this Second Amendment, duly executed and delivered by the Borrower, the Administrative Agent, the Required Lenders, all of the Revolving Lenders and all of the Term A Lenders and (ii) a Consent and Reaffirmation, in the form attached hereto as Annex A duly executed and delivered by each Guarantor and the Borrower; (b) All filings, recordations and searches necessary or desirable in connection with the Liens and security interests created pursuant to the Collateral Documents shall have been duly made; all filing and recording fees and taxes shall have been duly paid and any title insurance, requested by the Administrative Agent with respect to real property interests of the Borrower and its subsidiaries shall have been obtained. (c) The Lenders shall have received satisfactory opinions of counsel to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for the Senior Credit Facility) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Lenders shall reasonably require; (d) The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 2 Effective Date signed by a Responsible Officer of the Borrower, certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default exists; and (e) All accrued fees and expenses of the Lead Arrangers, the Administrative Agent and the Lenders (including the fees and expenses of counsel (including any local counsel) for the Administrative Agent) shall have been paid.

Conditions to Effectiveness of Second Amendment. This Second Amendment shall become be effective on upon the first date (the “Amendment No. 2 Effective Date”) when the Administrative Agent shall have determined that upon which the following conditions precedent shall have been satisfiedsatisfied to the Purchasers’ reasonable satisfaction: (ai) The Administrative Agent shall have received Receipt by the Purchasers of this Second Amendment duly executed by the Company and Parent, and receipt by the Purchasers of an Acknowledgement of Continuing Guaranty and Consent by the members of the Company Group other than the Company, substantially in the form of the attached Exhibit C; (ii) Receipt by the Purchasers of an executed opinion of Gowlings Xxxxxxx Xxxxxxxxx LLP, dated the date hereof and in form and substance reasonably acceptable to the Purchasers; (iii) Receipt of an agreement of the Series A Investors (as that term is defined in the Registration Rights Agreement) that the 2007 Warrants constitute ABRY Warrants for purposes of the Registration Rights Agreement, in form and substance reasonably acceptable to the Purchasers, (iv) Receipt by the Purchasers of a copy certificate of the Secretary or an Assistant Secretary of the Company and Parent certifying (i) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company and Parent, authorizing the execution, delivery and performance of this Second Amendment, duly executed Amendment and delivered by the Borrower, the Administrative Agent, the Required Lenders, all consummation of the Revolving Lenders and all of the Term A Lenders transactions contemplated hereby, and (ii) a Consent as to the incumbency and Reaffirmationgenuineness of the signature of each officer of the Company and Parent executing this Second Amendment or any of the other documents, instruments and agreements executed in the form attached hereto as Annex A duly executed and delivered by each Guarantor and the Borrowerconnection herewith; (bv) All filings, recordations and searches necessary or desirable in connection with the Liens and security interests created pursuant to the Collateral Documents The Company shall have been duly made; all filing and recording fees and taxes shall have been duly paid and any title insurance, requested by in full the Administrative Agent with respect to real property interests of the Borrower and its subsidiaries shall have been obtained. (c) The Lenders shall have received satisfactory opinions of counsel to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for the Senior Credit Facility) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Lenders shall reasonably require; (d) The Administrative Agent shall have received a certificate of the Borrower dated as of the Second Amendment No. 2 Effective Date signed by a Responsible Officer of the Borrower, certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default existsClosing Fee; and (evi) All accrued fees Receipt by the Purchasers of such other documents, instruments and expenses of agreements as the Lead Arrangers, the Administrative Agent and the Lenders (including the fees and expenses of Purchasers or their special counsel (including any local counsel) for the Administrative Agent) shall have been paidmay request in connection herewith.

Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on and as of the date (the “Second Amendment No. 2 Effective Date”) when of satisfaction of the following conditions: a. the Administrative Agent shall have determined that the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a copy executed counterparts of (i) this Second AmendmentAmendment from the Parent Guarantor, duly executed and delivered by the Borrower, the Administrative Agent, the Required Lenders, all of the Revolving Lenders and all of the Term A Lenders and (ii) a Consent and Reaffirmation, in the form attached hereto as Annex A duly executed and delivered by each Guarantor and the Borrower; (b) All filings, recordations and searches necessary or desirable in connection with the Liens and security interests created pursuant to the Collateral Documents shall have been duly made; all filing and recording fees and taxes shall have been duly paid and any title insurance, requested by the Administrative Agent with respect to real property interests of the Borrower and its subsidiaries shall have been obtained. (c) The Lenders shall have received satisfactory opinions of counsel to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for the Senior Credit Facility) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Lenders shall reasonably require; (d) The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 2 Effective Date signed by a Responsible Officer of the Borrower, certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default exists; and (e) All accrued fees and expenses of the Lead Arrangers, the Administrative Agent and the Lenders constituting the Required Lenders; b. the representations and warranties set forth in Section 3 hereof shall be true and correct; c. the Administrative Agent shall have received (including i) (x) the unaudited financial statements and related documents and information of the Parent Guarantor, the Borrower and the Subsidiaries for the fiscal quarter ending March 31, 2023 (which will be limited to unaudited internally prepared management reports and will not be required to include any purchase accounting adjustments relating to the acquisition previously identified to the Administrative Agent as “Project Blue Sea”) and (y) the related deliverables required under Sections 5.02(a) and 5.02(d) of the Credit Agreement (collectively, the “March Specified Quarterly Financial Deliverables”) and (ii) (x) the unaudited financial statements and related documents and information of the Parent Guarantor, the Borrower and the Subsidiaries for the fiscal quarter ending June 30, 2023 (which will be limited to unaudited internally prepared management reports and will not be required to include any purchase accounting adjustments relating to the acquisition previously identified to the Administrative Agent as “Project Blue Sea”) and (y) the related deliverables required under Sections 5.02(a) and 5.02(d) of the Credit Agreement (together with the March Specified Quarterly Financial Deliverables, the “Specified Quarterly Financial Deliverables”); d. the Parent Guarantor shall have received net cash proceeds from the issuance of any Qualified Equity Interests of Waldencast plc (which shall be contributed to the Parent Guarantor in exchange for Qualified Equity Interests of the Parent Guarantor) to the purchasers of such equity interests in an aggregate amount of at least $50,000,000 (the “Second Amendment Equity Contribution”); and e. the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Second Amendment Effective Date, reimbursement or payment of all reasonable and documented out of pocket expenses of counsel (including required to be reimbursed or paid by any local counsel) for the Administrative Agent) shall have been paidLoan Party under any Loan Document.

Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the first date (the “Second Amendment No. 2 Effective Date”) when the Administrative Agent shall have determined that the following conditions precedent have been satisfiedon which: (a) The Arranger and the Administrative Agent (or their respective counsels) shall have received a copy of (i) this Second Amendment, duly executed and delivered by counterparts hereof that, when taken together, bear the Borrower, the Administrative Agent, the Required Lenders, all signatures of the Revolving Lenders Borrower and all of the Term A Lenders and (ii) a Consent and Reaffirmation, in the form attached hereto as Annex A duly executed and delivered by each Guarantor and the BorrowerLender; (b) All filings, recordations The Arranger and searches necessary or desirable in connection with the Liens and security interests created pursuant to the Collateral Documents shall have been duly made; all filing and recording fees and taxes shall have been duly paid and any title insurance, requested by the Administrative Agent with respect (or their respective counsels) shall have received duly executed counterparts of an amendment to real property interests the Intercreditor Agreement, in the form of Exhibit A hereto, that, when taken together, bear the signatures of the Borrower ABL Representative and its subsidiaries shall have been obtainedeach Loan Party. (c) The Lenders Arranger and the Administrative Agent (or their respective counsels) shall have received satisfactory opinions of counsel certificates from the appropriate Governmental Authority certifying as to the Borrower and good standing of each Loan Party in the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability jurisdiction of the documents for the Senior Credit Facility) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Lenders shall reasonably require;its incorporation or formation; and (d) The Arranger and the Administrative Agent (or their respective counsels) shall have received a certificate of dated the Borrower dated as of the Second Amendment No. 2 Effective Date signed by from a Responsible Officer of the BorrowerBorrower certifying that: (i) The Borrower and its Subsidiaries, certifying that taken as a whole, after giving effect to this Second Amendment, are Solvent as of the Second Amendment Effective Date; (Aii) No Default or Event of Default has occurred and is continuing as of the Second Amendment Effective Date; (iii) All representations and warranties contained of the Loan Parties set forth in Article V IV of the Credit Agreement are true and correct as of the other Loan Documents are Second Amendment Effective Date in all material respects (except that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects as of the Second Amendment Effective Date), except to the extent that any such representation and warranty relates solely to an earlier date, in which case such representation and warranty was true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except that to the extent that any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representations representation and warranties specifically refer to an earlier date, in which case they are warranty was true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materialityrespects) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default exists; and (eiv) All accrued fees and expenses The Organizational Documents of the Lead Arrangerseach Loan Party, including all amendments thereto, delivered to the Administrative Agent on December 15, 2014, pursuant to the Credit Agreement remain in full force and effect as of the Lenders (including Second Amendment Effective Date and have not been amended, waived or supplemented since such date and to the fees and expenses of counsel (including any local counsel) for the Administrative Agent) shall have been paidSecond Amendment Effective Date.

Conditions to Effectiveness of Second Amendment. This Second Amendment shall become be effective on upon the first date (the “Amendment No. 2 Effective Date”) when the Administrative Agent shall have determined that upon which the following conditions precedent shall have been satisfiedsatisfied to your reasonable satisfaction: (a) The Administrative Agent Issuers shall have received a copy delivered to you executed copies of each of the following documents in form and substance satisfactory to you: (i) a fully executed counterpart of this Second Amendment; (ii) certified copies of (A) the resolutions of the Board of Directors of each of the Issuers approving this Second Amendment and the matters contemplated hereby and (B) all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Second Amendment and the other documents to be delivered hereunder; (iii) a certificate of the Secretary or an Assistant Secretary of each of the Issuers certifying the names and true signatures of the officers of each Issuer authorized to sign this Second Amendment and the other documents to be delivered hereunder; (iv) new, immediately exercisable, Warrants, dated the date hereof, representing the right to purchase at an Exercise Price of $2.03125 per share 800,000 shares of Common Stock, without par value, of the Holding Company substantially in the form of Exhibit 3(a)(iv) attached hereto in exchange for your surrender of the outstanding Warrants; (v) an opinion, dated the date hereof, from Messrs. Xxxxxxxx, Xxxxx & Xxxxxx, counsel for the Issuers, substantially in the form of Exhibit 3(a)(v) attached hereto; and (vi) an executed counterpart of an amendment to the Fleet Bank Agreement, substantially in the form of Exhibit 3(a)(vi) attached hereto. (b) The Issuers shall have paid in full all fees, expenses and disbursements incurred by you in connection with this Second Amendment, duly executed and delivered by the Borrowerincluding, without limitation, the Administrative Agentfees, the Required Lenders, all expenses and disbursements of the Revolving Lenders and all of the Term A Lenders and (ii) a Consent and Reaffirmation, in the form attached hereto as Annex A duly executed and delivered by each Guarantor and the Borrower; (b) All filings, recordations and searches necessary or desirable in connection with the Liens and security interests created pursuant to the Collateral Documents shall have been duly made; all filing and recording fees and taxes shall have been duly paid and any title insurance, requested by the Administrative Agent with respect to real property interests of the Borrower and its subsidiaries shall have been obtainedyour special counsel. (c) The Lenders shall have received satisfactory opinions of counsel to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for the Senior Credit Facility) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Lenders shall reasonably require; (d) The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 2 Effective Date signed by a Responsible Officer of the Borrower, certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default exists; and (e) All accrued fees and expenses of the Lead Arrangers, the Administrative Agent and the Lenders (including the fees and expenses of counsel (including any local counsel) for the Administrative Agent) shall have been paid.