Common use of Conditions to the Effectiveness of this Amendment Clause in Contracts

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit A; (c) to the extent changed since June 28, 2018, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 2019; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2019; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; and (k) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Closing Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit A; (c) to the extent changed since June 28May 31, 20182017, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20192018; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20192018; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; and (k) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Closing Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit AB; (c) to the extent changed since June 28May 1, 20182024, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to Borrower Xxxxxxxx as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20192024; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20192024; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (kl) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Closing Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit A; (c) to the extent changed since June 28July 9, 20182015, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20192016; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20192016; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the la-1319610 Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; and (k) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Closing Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit A; (c) to the extent changed since June 2829, 20182016, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20192017; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20192017; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment;; and (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; and (k) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Closing Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It Each of the ------------------------------------------------- following shall be a condition conditions precedent to the effectiveness of this Amendment that each of (the following date on which such conditions are satisfied:met being the "Effective Date"): -------------- (a) the parties hereto a. Borrower shall have duly executed and delivered counterparts a counterpart of this Amendment to the Administrative Agent;Lender or its counsel. (b) each Guarantor shall have executed b. Before and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit A; (c) after giving effect to the extent changed since June 28, 2018, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; , (ea) no Default or Event of Default shall exist as has occurred and is continuing, (b) all of the Effective Date; representations and warranties contained in the Loan Documents shall be true and correct in all material respects (fexcept for any representation or warranty limited by its terms to a specific date), (c) Borrower shall have performed in all material respects all agreements and satisfied all conditions which any Loan Document provides shall be performed by it on or prior to such date, and (d) Borrower shall have delivered to Lender a certificate to such effect in the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 2019;form attached hereto as Exhibit A. --------- (g) c. Borrower shall have delivered to Administrative Agent Lender or its counsel a copy certificate of its Secretary or an Assistant Secretary, certifying as to (i) the resolutions of its Board of Directors authorizing (A) this Amendment and (B) the Subscription Agreement, the Warrant and the issuance of stock under each of the filed Form 10-Q for Subscription Agreement and the Warrant, (ii) the incumbency of the officers executing this Amendment and any other documents in connection herewith, (iii) the articles of incorporation of Borrower and (iv) the bylaws of Borrower, each as in effect on the Effective Date, together with a good standing certificate from the Secretary of State of the State of California with respect to the Borrower. d. Lender or its Subsidiaries counsel shall have received (i) a duly executed and delivered Subscription Agreement, in form and substance satisfactory to Lender, and (ii) as a closing fee, a stock certificate issued to "Xxxxxx Financial, Inc." for the fiscal quarter ended March 31, 2019;5,130 shares of common stock of Borrower. (h) e. Borrower shall have duly executed and delivered the Warrant to Administrative Agent such other agreementsLender or its counsel, instruments in form and documents as Administrative Agent, substance satisfactory to Lender. f. Lender or its counsel or any Lender shall reasonably request; (i) Borrower shall have paid received an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Administrative Agent Borrower, in form and the Lenders all fees required substance satisfactory to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; and (k) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Closing Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit AB; (c) to the extent changed since June 28December 17, 20182021, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to Borrower Xxxxxxxx as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20192023; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20192023; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; and (k) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Closing Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit AB; (c) to the extent changed since June 28December 22, 20182020, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31September 30, 20192021; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31September 30, 20192021; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; and (k) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Amendment Closing Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.