Amendment Conditions. Conditions satisfied if and only if: (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Equity Holder, Collateral Manager, Limited Guarantor, the Blackstone Representative, the Administrative Agent, the Collateral Agents, the U.S. Custodian, the Document Custodian, each Existing Lender increasing its Commitment and the New Lenders; (b) no Default or Event of Default shall have occurred and be... continuing on the Amendment Effective Date or shall result from the proposed amendments hereunder; (c) the representations and warranties contained in this Amendment and the other Loan Documents shall be true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (d) the Administrative Agent shall have received a legal opinion (addressed to each of the Secured Parties and KBRA) from Dechert LLP, special New York counsel to the Credit Parties and the Collateral Manager with respect to this Amendment, and the Credit Agreement, as amended by this Amendment; (e) KBRA shall have received prior written notice of this Amendment and provided (i) a ratings confirmation that the credit rating for the Loans is at least "A (sf)" to the Administrative Agent and (ii) the related Private Rating Rationale Report; (f) the Administrative Agent shall have received a fully executed fee letter, dated as of the Amendment Effective Date, among the Administrative Agent, the Borrower and certain Lenders represented by Blackstone Asset Based Finance and the Borrower shall have paid all fees payable thereunder on the Amendment Effective Date; (g) the Borrower shall have paid all reasonable fees and expenses pursuant to Section 12.3(a) of the Credit Agreement in connection with the preparation and execution of this Amendment and the transactions contemplated hereby (including, without limitation, reasonable fees and disbursements of counsel), including any related post- closing legal services between January 12, 2023 and the Amendment Effective Date; (h) all legal matters incident to this Amendment and the other Loan Documents shall be reasonable satisfactory to the Borrower, the Agents, the Lenders and their respective counsel; and (i) the Agents and the Lenders shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested and provided that sufficient notice of such request has been given to the Borrower (and within herein imposing or implying any duty on the part of any Agent to make any such request)View More
