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

Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective upon the first date upon which the following conditions shall have been satisfied to your reasonable satisfaction: (a) The Issuers shall have 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. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, 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, including, without limitation, the fees, expenses and disbursements of your special counsel.

Conditions to Effectiveness of Second Amendment. This Second Amendment shall be become effective upon on the first date upon which (the following conditions shall have been satisfied to your reasonable satisfaction“Second Amendment Effective Date”) on which: (a) The Issuers Arranger and the Administrative Agent (or their respective counsels) shall have delivered received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower and each Lender; (b) The Arranger and the Administrative Agent (or their respective counsels) shall have received duly executed counterparts of an amendment to you executed copies the Intercreditor Agreement, in the form of Exhibit A hereto, that, when taken together, bear the signatures of the ABL Representative and each Loan Party. (c) The Arranger and the Administrative Agent (or their respective counsels) shall have received certificates from the appropriate Governmental Authority certifying as to the good standing of each Loan Party in the jurisdiction of its incorporation or formation; and (d) The Arranger and the Administrative Agent (or their respective counsels) shall have received a certificate dated the Second Amendment Effective Date from a Responsible Officer of the following documents in form and substance satisfactory to youBorrower certifying that: (i) The Borrower and its Subsidiaries, taken as a fully executed counterpart of whole, after giving effect to this Second Amendment, are Solvent as of the Second Amendment Effective Date; (ii) certified copies No Default or Event of (A) the resolutions Default has occurred and is continuing as 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 hereunderEffective Date; (iii) a certificate All representations and warranties of the Secretary or an Assistant Secretary of each Loan Parties set forth in Article IV of the Issuers certifying the names Credit Agreement are true and true signatures correct as of the officers of each Issuer authorized to sign this 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 other documents Second Amendment Effective Date), except to be delivered hereunder;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 (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 was true and correct in all respects) as of such earlier date; and (iv) newThe Organizational Documents of each Loan Party, immediately exercisableincluding all amendments thereto, Warrantsdelivered to the Administrative Agent on December 15, dated 2014, pursuant to 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, Credit Agreement remain in full force and effect as 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 opinionSecond Amendment Effective Date and have not been amended, dated the waived or supplemented since such date hereof, from Messrs. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Issuers, substantially in the form of Exhibit 3(a)(v) attached hereto; and (vi) an executed counterpart of an amendment and to the Fleet Bank Agreement, substantially in the form of Exhibit 3(a)(vi) attached heretoSecond Amendment Effective Date. (b) The Issuers shall have paid in full all fees, expenses and disbursements incurred by you in connection with this Second Amendment, including, without limitation, the fees, expenses and disbursements of your special counsel.

Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective upon The effectiveness of this Agreement is subject to the first date upon which satisfaction of the following conditions shall have been satisfied to your reasonable satisfactionprecedent: (a) The Issuers shall have delivered to you executed copies Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the following documents signing Loan Party, each dated the Second Amendment Closing Date (or, in the case of certificates of governmental officials, a recent date before the Second Amendment Closing Date) and each in form and substance reasonably satisfactory to youAgent: (i) a fully executed counterpart counterparts of this Second AmendmentAgreement, sufficient in number for distribution to Lenders and the Borrower; (ii) certified copies a Note executed by the Borrower in favor 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 hereunderJPMorgan; (iii) a certificate amended and restated Notes in favor of the Secretary or an Assistant Secretary Bank of each of the Issuers certifying the names America, N.A., ▇▇▇▇▇▇▇ Bank, National Association and true signatures of the officers of each Issuer authorized to sign this Second Amendment and the other documents to be delivered hereunder▇▇▇▇▇ Fargo Bank, N.A.; (iv) newsuch documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, immediately exercisableand that each Loan Party is validly existing, Warrantsin good standing (where such concept is applicable) and qualified to engage in business in each jurisdiction where its ownership, dated lease or operation of properties or the date hereofconduct of its business requires such qualification, representing except to the right extent that failure to purchase at an Exercise Price do so could not reasonably be expected to have a Material Adverse Effect, which documents shall include: (1) articles of $2.03125 per share 800,000 shares incorporation or other charter documents as applicable certified to be true and correct and in force and effect by a Responsible Officer (“Officer Certification”), (2) copies of Common Stock, without par value, resolutions of the Holding Company substantially in board of directors or comparable managing body approving and adopting the form of Exhibit 3(a)(ivLoan Documents, the transactions and authorizing execution and delivery thereof (with Officer Certification), (3) attached hereto in exchange for your surrender a copy of the outstanding Warrantsbylaws or comparable operating agreement of each Loan Party (with Officer Certification), (4) certificates of good standing, existence or its equivalent certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing would reasonably be expected to have an Material Adverse Effect, and (5) an incumbency certificate (with Officer Certification); (v) an opinion, dated the date hereof, from Messrs. opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇LLP, counsel for to the Issuers, substantially in the form of Exhibit 3(a)(v) attached heretoLoan Parties; 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 the Borrower shall have paid to Agent, for the account of the Lenders, in full all fees, expenses and disbursements incurred by you immediately available funds a closing fee in connection with this Second Amendment, including, without limitation, the fees, expenses and disbursements amount of your special counsel$187,500.00.

Conditions to Effectiveness of Second Amendment. This Second Amendment shall be effective upon the first date upon which the following conditions shall have been satisfied to your the Purchasers’ reasonable satisfaction: (a) The Issuers shall have delivered to you executed copies of each of the following documents in form and substance satisfactory to you: (i) a fully executed counterpart Receipt by the Purchasers of this Second AmendmentAmendment 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) certified copies Receipt by the Purchasers of (A) an executed opinion of Gowlings ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, dated the resolutions of date hereof and in form and substance reasonably acceptable to 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 hereunderPurchasers; (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 certificate of the Secretary or an Assistant Secretary of each the Company and Parent certifying (i) that attached thereto is a true and complete copy of the Issuers certifying resolutions adopted by the names and true signatures Board of Directors of the officers Company and Parent, authorizing the execution, delivery and performance 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, consummation of the Holding Company substantially in transactions contemplated hereby, and (ii) as to the form of Exhibit 3(a)(iv) attached hereto in exchange for your surrender incumbency and genuineness of the outstanding Warrantssignature of each officer of the Company and Parent executing this Second Amendment or any of the other documents, instruments and agreements executed in connection herewith; (v) an opinion, dated The Company shall have paid in full the date hereof, from Messrs. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Issuers, substantially in the form of Exhibit 3(a)(v) attached heretoSecond Amendment Closing Fee; and (vi) an executed counterpart Receipt by the Purchasers of an amendment to such other documents, instruments and agreements as 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 Purchasers or their special counsel may request in connection with this Second Amendment, including, without limitation, the fees, expenses and disbursements of your special counselherewith.