Common use of Acquisition Clause in Contracts

Acquisition. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) the Acquisition shall be consummated in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).

Acquisition. Substantially The Acquisition shall have been consummated or shall be consummated substantially concurrently with the Borrowing initial funding of 2015 the Initial Term Loans hereunder, (i) the Acquisition shall be consummated in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, without waiver or consent would be amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in their capacities as such), in any such case without the prior written consent of acquisition consideration that does not meet the Administrative Agent criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (); it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a no reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million acquisition consideration shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such reduction in the Purchase Price shall be is applied first to reduce the 2015 Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term LoansLoans under this Agreement, or the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (bx) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an no increase in the Purchase Price acquisition consideration shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such increases shall be increase is funded solely by an increase in the issuance Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by Irish Holdco the Acquisition Agreement as of common equity the date thereof shall constitute a reduction or cash otherwise available increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to Irish Holdco have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of its subsidiaries)the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) the The Acquisition shall be consummated substantially concurrently with the initial funding of the Initial Term Loans in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, without waiver or consent would be amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in their capacities as such), in any such case without the prior written consent of acquisition consideration that does not meet the Administrative Agent criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (); it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a no reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million acquisition consideration shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such reduction in the Purchase Price shall be is applied first to reduce the 2015 Term LoansCash Equity Financing by an amount such that the Cash Equity Financing shall be no less than the Minimum Equity Amount and second to reduce the principal amount of term loans under this Agreement, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub principal amount of loans under the Acquisition ABL Credit Agreement that results in an (other than the revolving loans under the ABL Credit Agreement) and the principal amount of the Secured Notes, on a ratable basis, (x) no increase in the Purchase Price acquisition consideration shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any Lenders if such increases shall be increase is funded solely by an increase in the issuance Cash Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by Irish Holdco the Acquisition Agreement as of common equity the date thereof shall constitute a reduction or cash otherwise available increase in the acquisition consideration and (z) each Initial Lender shall be deemed to Irish Holdco have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of its subsidiaries)the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. Substantially The Acquisition shall have been, or substantially concurrently with the Borrowing initial fundings of 2015 the Initial Term Loans hereundershall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition DocumentationTransaction Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented after giving effect to any action which would require modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers by the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be Parent that are materially adverse to the interests of the Lenders (in their capacities as such), unless consented to in any such case without writing by the prior written consent of the Administrative Agent Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned; provided that the Joint Lead Arrangers shall be deemed to have consented to such modification, amendment, consent or waiver (whether proposed or executed) (unless they object thereto in writing within 2 Business Days of receipt of written notice of such modification, amendment, consent or waiver); it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by substantive change to the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction definition of Material Adverse Effect (as defined in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”Transaction Agreement) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided thatadverse, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase reduction in the Purchase Price Total Consideration (as defined in the Transaction Agreement) of less than 15% or in accordance with the Transaction Agreement (including pursuant to any purchase price and/or working capital (or similar) adjustment provision set forth in the Transaction Agreement) shall be deemed not to be materially adverse, (c) any other reduction in the Total Consideration (as defined in the Transaction Agreement) shall be deemed not to be materially adverse so long as such decrease is allocated to reduce the interests Equity Financing and the Initial Term Loans on a pro rata, dollar-for-dollar basis and (d) any increase in the Total Consideration (as defined in the Transaction Agreement) shall be deemed not to be materially adverse so long as such increase is funded by cash of the Lenders; provided thatTarget, any such increases shall be funded solely by the issuance by Irish Holdco proceeds of common equity Permitted Equity or cash otherwise amounts available to Irish Holdco be drawn under the Revolving Credit Facility on the Closing Date or such increase is pursuant to any working capital and/or purchase price (or similar) adjustment provision set forth in the Transaction Agreement. For the avoidance of its subsidiaries)doubt, it is acknowledged and agreed that a waiver of the Minimum Cash Condition (as set forth in Section 11.03(d) of the Transaction Agreement) is permitted.

Acquisition. Substantially concurrently The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the Borrowing release of 2015 Term Loans hereunderthe Escrow Property, (i) the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition DocumentationAgreement, and the Acquisition Agreement shall not have been alteredamended, amended or otherwise modified or modified, supplemented or any provision provisions or condition therein waivedwaived by the Borrower, and neither the Borrower and/or Acquisition Sub nor any affiliate thereof shall not have consented to any action which would require the consent of the Borrower and/or Acquisition Sub or such affiliate under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed Lead Arrangers; provided that (a) any alteration, amendment, modification, supplement or express supplement, waiver or consent granted (i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Capital Stock of the Borrower or Acquisition Sub under and (iii) of the Minimum Condition (as defined in the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”Agreement) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).

Acquisition. Substantially The Acquisition shall have been consummated or shall be consummated substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) initial funding under the Acquisition shall be consummated Cash Flow Credit Agreement in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, without waiver or consent would be amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in their capacities as such), in any such case without the prior written consent of acquisition consideration that does not meet the Administrative Agent criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (); it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a no reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million acquisition consideration shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such reduction in the Purchase Price shall be is applied first to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted Equity Financing by an amount such that the Borrower or Acquisition Sub Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of term loans under the Acquisition Cash Flow Credit Agreement that results in an and the principal amount of the Unsecured Notes, the Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the Purchase Price acquisition consideration shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any Lenders if such increases shall be increase is funded solely by an increase in the issuance Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by Irish Holdco the Acquisition Agreement as of common equity the date thereof shall constitute a reduction or cash otherwise available increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to Irish Holdco have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of its subsidiaries)the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. Substantially The Acquisition shall have been consummated or shall be consummated substantially concurrently with the Borrowing initial funding of 2015 the Initial Term Loans hereunder, (i) the Acquisition shall be consummated in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, without waiver or consent would be amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in their capacities as such), in any such case without the prior written consent of acquisition consideration that does not meet the Administrative Agent criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (); it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a no reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million acquisition consideration shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such reduction in the Purchase Price shall be is applied first to reduce the 2015 Equity Financing by an amount such that the Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of Initial Term LoansLoans under this Agreement, or the principal amount of the Unsecured Notes, the 2028 Secured Notes and the Equity Financing, on a ratable basis, (bx) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an no increase in the Purchase Price acquisition consideration shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such increases shall be increase is funded solely by an increase in the issuance Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by Irish Holdco the Acquisition Agreement as of common equity the date thereof shall constitute a reduction or cash otherwise available increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to Irish Holdco have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of its subsidiaries)the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. Substantially concurrently The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the Borrowing release of 2015 Term Loans hereunderthe Escrow Property, (i) the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition DocumentationAgreement, and the Acquisition Agreement shall not have been alteredamended, amended or otherwise modified or modified, supplemented or any provision provisions or condition therein waivedwaived by the Borrower, and neither the Borrower and/or Acquisition Sub nor any affiliate thereof shall not have consented to any action which would require the consent of the Borrower and/or Acquisition Sub or such affiliate under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed Lead Arrangers; provided that (a) any alteration, amendment, modification, supplement or express supplement, waiver or consent granted (i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Equity Interests of the Borrower or Acquisition Sub under and (iii) of the Minimum Condition (as defined in the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”Agreement) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).

Acquisition. Substantially The Acquisition shall have been consummated or shall be consummated substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) initial funding under the Acquisition shall be consummated Cash Flow Credit Agreement in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, without waiver or consent would be amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in their capacities as such), in any such case without the prior written consent of acquisition consideration that does not meet the Administrative Agent criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (); it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a no reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million acquisition consideration shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such reduction in the Purchase Price shall be is applied first to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted Equity Financing by an amount such that the Borrower or Acquisition Sub Equity Financing shall be no less than the Minimum Equity Percentage and second to reduce the principal amount of term loans under the Acquisition Cash Flow Credit Agreement that results in an and the principal amount of the Unsecured Notes, the 2028 Secured Notes and the Equity Financing, on a ratable basis, (x) no increase in the Purchase Price acquisition consideration shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any Lenders if such increases shall be increase is funded solely by an increase in the issuance Equity Financing, (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by Irish Holdco the Acquisition Agreement as of common equity the date thereof shall constitute a reduction or cash otherwise available increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to Irish Holdco have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days (as defined in the Acquisition Agreement as of its subsidiaries)the date thereof) of receipt of written notice of such waiver or amendment.

Acquisition. Substantially concurrently Concurrently with the Borrowing first Credit Event hereunder and the issuance or release from escrow (as applicable) of 2015 Term Loans hereunderthe 2013 Senior Notes, (i) the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Arrangement Agreement shall not have been altered, amended or otherwise modified changed or supplemented or any provision or condition therein waived, and neither the Borrower and/or Acquisition Sub Parent nor any Affiliate thereof shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub the Parent or such Affiliate under the Acquisition Arrangement Agreement, if such alteration, amendment, modificationchange, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, supplement, amendment, modification, supplement or express waiver or consent granted by that (a) decreases the Borrower or Acquisition Sub under the Acquisition Agreement that results purchase price in a reduction in the amount described in Section 2 respect of the Acquisition by 10% or more other than purchase price adjustments pursuant to the express terms of the Arrangement Agreement shall be deemed to be adverse to the interests of the Lenders in a material respect, (b) any increase in the “Purchase Price”) not to exceed $100 million purchase price in respect of the Acquisition shall not be deemed to be materially adverse to the interests of the Lenders; provided thatLenders in any material respect, any so long as such reduction in increase is funded solely by the Purchase Price shall be applied to reduce issuance of the 2015 Term LoansParent of common equity, or (bc) any alterationmodifies the so-called “Xerox” provisions of the Arrangement Agreement providing protection with respect to exclusive jurisdiction, amendmentwaiver of jury trial, modificationliability caps and third party beneficiary status for the benefit of the Administrative Agent, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under Lead Arrangers, the Acquisition Agreement that results in an increase in the Purchase Price Lenders and their respective Affiliates shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiariesLenders in a material respect).

Acquisition. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) the The Acquisition shall be consummated substantially concurrently with any initial funding of the Revolving Loans and/or the issuance (or release from escrow, if applicable) of the Secured Notes in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, without waiver or consent would be amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the Initial Lenders (including any reduction in their capacities as such), in any such case without the prior written consent of acquisition consideration that does not meet the Administrative Agent criteria below) unless consented to by the Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (); it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a no reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million acquisition consideration shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such reduction in the Purchase Price shall be is applied to reduce the 2015 Term LoansCash Equity Financing and the principal amount of the Secured Notes on a ratable basis, or (bx) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an no increase in the Purchase Price acquisition consideration shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any Initial Lenders if such increases shall be increase is not funded solely by the issuance by Irish Holdco with indebtedness for borrowed money or disqualified stock of common equity or cash otherwise available to Irish Holdco Holdings or any of its subsidiariessubsidiaries (other than borrowings under this Agreement), (y) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (z) the Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days of receipt of written notice of such waiver or amendment.

Acquisition. Substantially concurrently Concurrently with the Borrowing initial funding of the 2015 Incremental Term Loans hereunderB Loans, (i) the Par Acquisition shall be have been consummated in accordance accordance, in all material respects, with the terms and conditions of the Par Acquisition Documentation, and the Agreement. The Par Acquisition Agreement shall not have been altered, amended or otherwise modified changed or supplemented or any provision or condition therein waivedwaived by Parent, and neither the Borrower and/or Acquisition Sub Parent nor any affiliate thereof shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub the Parent or such affiliate under the Acquisition Agreement, if such alteration, amendment, modificationchange, supplement, waiver or consent would be materially adverse to the interests of the 2015 Lead Arrangers or the Lenders (party to this Incremental Amendment in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent 2015 Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, supplement, amendment, modification, supplement or express waiver or consent granted that (a) decreases the purchase price in respect of the Par Acquisition by 10% or more other than purchase price adjustments pursuant to the Borrower or Acquisition Sub under express terms of the Par Acquisition Agreement that results shall be deemed to be adverse to the interests of the Lenders party hereto in a reduction material respect, (b) increases the purchase price in the amount described in Section 2 respect of the Par Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided thatLenders party hereto so long as such increase is funded solely by the issuance of common equity of the Parent or cash on hand of the Parent and its subsidiaries and (c) modifies the so-called “Xerox” provisions of the Par Acquisition Agreement providing protection with respect to exclusive jurisdiction, any such reduction in waiver of jury trial, liability caps, restrictions on certain amendments, and third party beneficiary status for the Purchase Price shall be applied to reduce benefit of the Administrative Agent, the 2015 Term LoansLead Arrangers, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price Lenders party hereto and their respective affiliates shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiariesLenders party hereto in a material respect).

Acquisition. Substantially (i) The Acquisition shall have been, or shall concurrently with the Borrowing funding of 2015 the Incremental Term Loans hereunderB Facility be, (i) the Acquisition shall be consummated in accordance with the terms and conditions of the Agreement and Plan of Merger dated as of July 29, 2016 the Borrower, 5.11 ABR Corp., 5.11 ABR Merger Corp. (“Merger Sub”), the Target and TA Associates Management, L.P., as Securityholders’ Agent (as may, subject to paragraph (d)(ii) below, be amended, supplemented or other modified from time to time, the “Acquisition DocumentationAgreement”) and the other documents, agreements and instruments relating thereto (together with the Acquisition Agreement, the “Acquisition Documents”), and the Administrative Agent shall have received evidence satisfactory to it that merger of Merger Sub with and into the Company is, or shall concurrently with the funding of the Incremental Term B Facility be, effective. (ii) The Acquisition Agreement Documents shall not have been be altered, amended or otherwise modified changed or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to waived in any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent manner that would be materially adverse to the Lenders in their capacities as such without the prior written consent of the Administrative Agent. For purposes of the foregoing condition, it is hereby understood and agreed that any increase or decrease in the aggregate purchase price by more than 10% shall be deemed to be materially adverse to the Lenders. (iii) The representations and warranties made by or on behalf of the Target in the Acquisition Documents and which are material to the interests of the Lenders (in their capacities as such)) shall be true and correct in all material respects (or, with respect to representations already qualified by concepts of materiality, in any such case without the prior written consent all respects) as of the Administrative Agent (such consent not Closing Date, but only to be unreasonably withheld, delayed or conditioned) (it being understood and agreed the extent that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)affiliates has the right to terminate its obligations under the Acquisition Documents or to decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Documents. (iv) Since the date of Acquisition Agreement, there shall not have been any event, occurrence, state of facts, circumstance, condition, effect or change that has had or would be reasonably expected to have, individually or in the aggregate, a “Material Adverse Effect”. Solely for purposes of this clause (vi) “Material Adverse Effect” has the meaning assigned to such term in the Acquisition Agreement.

Acquisition. Substantially (i) The Acquisition shall have been, or substantially concurrently with the Borrowing funding of 2015 the Term Loans hereunderLoan shall be, (i) the Acquisition shall be consummated in accordance with the terms and conditions of the Acquisition DocumentationAgreement (as in effect on November 10, 2025, as may be amended, supplemented or otherwise modified pursuant to subclause (ii) below) and (ii) no provision of the Acquisition Agreement shall not have been alteredwaived, amended amended, supplemented or otherwise modified or supplemented modified, and no consent by the Borrower or any provision or condition therein waivedof its Subsidiaries shall have been provided thereunder, and the Borrower and/or Acquisition Sub shall not have consented to any action in each case which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be is materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the Arrangers’ prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed ); provided, that (ai) any alteration, amendment, modification, supplement or express waiver or consent granted by decrease in the Borrower or Acquisition Sub under purchase consideration for the Acquisition Agreement that results in a reduction exceeding 10% in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million aggregate shall not be deemed to be materially adverse to the interests Lenders, and any decrease of the Lenders; provided that, any purchase consideration equal to or less than 10% in the aggregate shall be deemed not materially adverse to the Lenders so long as it shall have been allocated to reduce the Term Loan Commitments in an amount equal to such reduction in the Purchase Price shall be applied purchase consideration (with such commitment reduction first allocated to reduce the 2015 Term LoansLoan Commitments under that certain 364-Day Term Loan Agreement, or dated as of December 10, 2025, by and among the Borrower, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent and then, once all Term Loan Commitments thereunder have been reduced to $0, to the Term Loan Commitments) and (bii) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price purchase consideration equal to or less than 10% shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).;

Acquisition. Substantially concurrently with (a) The Acquisition Agreement is in full force and effect, no material breach, default or waiver of any term or provision thereof by MxEnergy or, to the Borrowing Borrowers’ knowledge, the other parties thereto, has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by Administrative Agent) and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, any component of 2015 Term Loans hereunderthe Acquisition. (b) At the time of consummation of the Acquisition contemplated by the Acquisition Agreement, (i) each component of the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition Documentation, Agreement and all applicable laws. (c) At the time of consummation of the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under contemplated by the Acquisition Agreement, if such alterationall consents and approvals of, amendmentand filings and registrations with, modificationand all other actions in respect of, supplementall governmental agencies, waiver authorities or consent would be materially adverse instrumentalities and third parties required in order to the interests of the Lenders (in their capacities as such), in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed make or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 consummate each component of the Acquisition Agreement shall have been obtained, given, filed or taken and are or will be in full force and effect (the “Purchase Price”or effective judicial relief with respect thereto has been obtained). (d) not to exceed $100 million shall not be deemed to be materially adverse All applicable waiting periods with respect to the interests Acquisition have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the consummation of any component of the Lenders; provided thatAcquisition. (e) At the time of consummation of the Acquisition contemplated by the Acquisition Agreement, no action, suit or proceeding (including, without limitation, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loansinquiry or investigation) is pending or, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided thatBorrowers’ knowledge, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco threatened against Parent or any of its subsidiaries)Subsidiaries or with respect to the Acquisition Agreement, the Acquisition, the financing contemplated hereby or any documentation executed in connection therewith, unless such action, suit or proceeding could not reasonably be expected to result in a Material Adverse Effect, and no injunction or other restraining order is issued or a hearing therefore pending or noticed with respect to the Acquisition Agreement, the Acquisition, this Agreement or the transactions contemplated hereby or thereby.

Acquisition. Substantially concurrently with On the Borrowing of 2015 Term Loans hereunderEffective Date, (i) the Lenders shall have received true and complete executed or conformed copies of the Acquisition Documents and any amendments thereto; (ii) the Acquisition Documents shall be in full force and effect and no material term or condition thereof shall have been amended, modified or waived after the execution thereof (other than solely to extend the date by which the Acquisition is required to occur) except with the prior written consent of the Lenders; (iii) none of the parties to any of the Acquisition Documents shall have failed to perform any material obligation or covenant required by such Acquisition Document to be performed or complied with by it on or before the Effective Date; (iv) all representations and warranties of the Borrower and the Seller contained in the Acquisition Agreement and the other Acquisition Documents shall be true and correct in all material respects with the same effect as though made on and as of the Effective Date; (v) all requisite approvals by governmental authorities and regulatory bodies having jurisdiction over the parties to the Acquisition Agreement in respect of the acquisition of the Acquired Assets shall have been obtained by such parties, and no such approvals shall impose any conditions to the consummation of the acquisition of the Acquired Assets; (vi) the acquisition of the Acquired Assets shall have been consummated in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 provisions of the Acquisition Agreement and the other Acquisition Documents, without any amendment or waiver of any material provision thereof; and (vii) the “Purchase Price”Lenders shall have received a certificate from an officer of the Borrower, or other evidence satisfactory to them, that each of the conditions set forth in clauses (i) not to exceed $100 million through (vi) above shall not have been satisfied. In addition, all opinion letters delivered in connection with the Acquisition Documents and the transactions contemplated thereby shall be deemed to be materially adverse addressed to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted accompanied by a written authorization from the Borrower or Acquisition Sub under the Acquisition Agreement firm delivering such opinion letter stating that results in an increase in the Purchase Price shall be deemed not such parties may rely on such opinion letter as though it were addressed to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)them.

Acquisition. Substantially The Trican Acquisition shall have been or, substantially concurrently with the Borrowing of 2015 Term Loans hereunderClosing Date, (i) the Acquisition shall be consummated in accordance with the terms and conditions of the Acquisition DocumentationTrican Asset Purchase Agreement (as amended and in effect from time to time, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented but without giving effect to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreementmodifications, if such alterationamendments, amendment, modification, supplement, waiver waivers or consent would be consents that are materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the prior written consent of the Administrative Agent Lenders (such consent not to be unreasonably withheldwithheld or delayed)); provided, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction increase in the amount described cash acquisition consideration in Section 2 respect of the Trican Acquisition Agreement (the “Purchase PriceTrican Acquisition Consideration”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of Lenders to the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted extent funded solely by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price cash common equity contributed pursuant to the Common Equity Financing (it being understood that any such increase solely due to a working capital adjustment shall not be deemed not to be materially adverse to the interests Lenders), (b) any decrease in the Trican Acquisition Consideration (other than pursuant to any working capital adjustment) by an amount less than 5% of the Lenders; Trican Acquisition Consideration (as provided thatfor pursuant to the Trican Asset Purchase Agreement as in effect on January 26, 2016) shall not be deemed to be materially adverse to the Lenders to the extent the amount of cash equity contributed under the Common Equity Financing is not decreased and (c) any such increases modification, amendment, waiver or consent shall be funded solely deemed to be materially adverse to the Lenders if such modification, amendment, waiver or consent results in (i) the purchase of less than 95% of the assets (other than working capital) by value that are the issuance by Irish Holdco subject of common equity the Trican Acquisition (determined before giving effect to such modification, amendment, waiver or cash consent) or (ii) the assumption of liabilities not otherwise available provided for under the Trican Asset Purchase Agreement as in effect on January 26, 2016 or disclosed in writing to Irish Holdco the Administrative Agent prior to January 26, 2016 that together with any reduction in value described in the preceding sub-clause (i) are equal to more than 5% of the value of the assets (other than working capital) that are the subject of the Trican Acquisition (determined before such reduction or any of its subsidiariesassumption).

Acquisition. Substantially The Acquisition will be consummated substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) initial funding under the Acquisition shall be consummated Incremental Facilities in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or (without any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, modification or waiver or consent of any of the provisions thereof that would be materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the prior written consent of the Administrative Agent (Antares Lender, such consent not to be unreasonably withheld, delayed conditioned or conditioned) (it being understood and agreed delayed); provided that (ai) any alteration, amendment, modification, supplement or express waiver or consent granted by a reduction in the Borrower or Acquisition Sub purchase price under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any Commitment Parties so long as such reduction in the Purchase Price decrease shall be applied allocated first to reduce the 2015 Equity Contribution to no less than the Minimum Equity Contribution and, thereafter, on a pro rata basis, (A) to a reduction in any amounts to be funded under the Incremental Term LoansLoan Facility and (B) to the Equity Contribution, or (bii) any alteration, amendment, modification, supplement amendment or express waiver or consent granted by to the Borrower or Acquisition Sub under terms of the Acquisition Agreement that results in an increase in has the Purchase Price effect of increasing the cash consideration required to be paid thereunder on or prior to the Closing Date shall not be deemed not to be materially adverse to the interests Commitment Parties if such increase is funded with an increase in the aggregate amount of the Lenders; provided thatEquity Contribution, (iii) any such increases purchase price adjustment expressly contemplated by the Acquisition Agreement (including any working capital purchase price adjustment) shall not be considered an amendment or waiver of the Acquisition Agreement and (iv) any change to (or consent to waive) the definition of “Material Adverse Change” contained in the Acquisition Agreement shall be funded solely by deemed to be materially adverse to the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)Commitment Parties.

Acquisition. Substantially concurrently with The following transactions shall have been consummated (and the Borrowing Administrative Agent shall have received a certificate of 2015 Term Loans hereunderthe Borrower to such effect, accompanied by copies of any documentary evidence thereof reasonably requested by the Administrative Agent): (i) all conditions precedent to the Acquisition consummation of the Tender Offer set forth in the Tender Offer Documents shall be consummated in accordance have been satisfied or waived with the terms and conditions consent of the Acquisition DocumentationAdministrative Agent; (ii) since the date thereof, the terms of the Tender Offer and the Acquisition Tender Offer Documents shall not have been amended, waived or modified as to price, consideration, conditions, termination or expiration or in any other material respect without the prior approval of the Administrative Agent; (iii) since the date thereof, (A) the terms of the Merger Agreement shall not have been alteredamended, amended waived or otherwise modified as to price, consideration, conditions, termination or supplemented expiration or in any provision or condition therein waivedother material respect without the prior approval of the Administrative Agent, and (B) the Borrower and/or Board of Directors of Daws▇▇ ▇▇▇ll not have withdrawn their approval thereof; (iv) the Borrower, together with its Subsidiaries, shall, concurrently with the funding of the initial Loans hereunder, have acquired at least 51% of the shares of the common stock of Daws▇▇ (▇▇ such higher percentage of the common and other Capital Stock of Daws▇▇ ▇▇ is necessary under applicable Requirements of Law in order to, without the affirmative vote of any other holder of capital stock of Daws▇▇, (▇) permit the Merger to be consummated on or prior to the date which is 150 days after the Closing Date and (B) immediately appoint a majority of the Board of Directors of Daws▇▇ ▇▇ such higher number of directors as is required to approve the Merger independently of the votes of any 56 51 other Daws▇▇ ▇▇▇reholders); (v) there shall be no material legal impediments to consummation of the Merger; (vi) all required actions shall have been taken so that (a) the applicable state anti-takeover law shall be inapplicable to the Acquisition Sub and (b) any preferred stock purchase rights or other "poison pill" arrangements of Daws▇▇ (including, without limitation, the Rights Agreement, between Daws▇▇ ▇▇▇ Harr▇▇ ▇▇▇st Company of New York, as rights agent, dated as of September 11, 1997) shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreementbecome, if such alterationand shall not become, amendmentexercisable; (vii) all governmental and third party approvals (including, modificationwithout limitation, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇arance) necessary or, in any such case without the prior written consent reasonable discretion of the Administrative Agent Agent, advisable in connection with the Acquisition, this Agreement and the financings contemplated hereby and the continuing operations of the Borrower and its Domestic Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the continuing operations of the Borrower; (such consent not viii) there shall be in place no injunction or other prohibition against the consummation of the Acquisition or the financing contemplated hereby in effect or threatened, and no litigation or proceeding pending or threatened which seeks to enjoin the Acquisition or the financing contemplated hereby or which could reasonably be expected to have a Material Adverse Effect; (ix) neither Daws▇▇ ▇▇▇ any of its Subsidiaries shall have taken, or be taking, any action (including any reorganization, recapitalization, asset sale, stock purchase or distribution to its stockholders) that, in the reasonable good faith judgment of the Administrative Agent, could be reasonably expected to have a material adverse effect on the condition (financial or otherwise), business, operations, assets or prospects of Daws▇▇ ▇▇ its Subsidiaries or on the consummation of the Tender Offer or the Merger; (x) all actions required to be unreasonably withheldtaken under Daws▇▇'▇ existing indentures and credit facilities shall have been taken or are otherwise provided for such that the consummation of the Tender Offer and the Merger does not constitute a default, delayed or conditioned) an event of mandatory prepayment, thereunder (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed put to be materially adverse to made upon the interests Daws▇▇ Change of Control will be initiated promptly after the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiariesClosing Date).

Acquisition. Substantially (i) The Acquisition shall have been, or substantially concurrently with the Borrowing funding of 2015 the Term Loans hereunderLoan shall be, (i) the Acquisition shall be consummated in accordance with the terms and conditions of the Acquisition DocumentationAgreement (as in effect on November 10, 2025, as may be amended, supplemented or otherwise modified pursuant to subclause (ii) below) and (ii) no provision of the Acquisition Agreement shall not have been alteredwaived, amended amended, supplemented or otherwise modified or supplemented modified, and no consent by the Borrower or any provision or condition therein waivedof its Subsidiaries shall have been provided thereunder, and the Borrower and/or Acquisition Sub shall not have consented to any action in each case which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be is materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the Arrangers’ prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed ); provided, that (ai) any alteration, amendment, modification, supplement or express waiver or consent granted by decrease in the Borrower or Acquisition Sub under purchase consideration for the Acquisition Agreement that results in a reduction exceeding 10% in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million aggregate shall not be deemed to be materially adverse to the interests Lenders, and any decrease of the Lenders; provided that, any purchase consideration equal to or less than 10% in the aggregate shall be deemed not materially adverse to the Lenders so long as it shall have been allocated to reduce the Term Loan Commitments in an amount equal to such reduction in the Purchase Price shall be applied purchase consideration (with such commitment reduction first allocated to reduce the 2015 Term LoansLoan Commitments and then, or once all Term Loan Commitments have been reduced to $0, to the Term Loan Commitments under that certain Three-Year Term Loan Agreement, dated as of December 10, 2025, by and among the Borrower, the lenders from time to time party thereto and KeyBank National Association, as administrative agent) and (bii) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price purchase consideration equal to or less than 10% shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).;

Acquisition. Substantially concurrently The Scheme/Merger Transaction, the Offer or the Bermuda Merger (as applicable) shall have been (or, substantially contemporaneously with the Borrowing making of 2015 Term the Loans hereunder, (i) subject in the Acquisition shall be consummated case of the Offer to completion of any compulsory acquisition provided for by the Bermuda Companies Law or any other transaction following acceptance of Equity Interests of the Target of the Offer for the purpose of XL Group or its Subsidiaries acquiring the entire issued share capital of the Target in accordance with the terms Bermuda Companies Law), will be) consummated in all material respects pursuant to (i) in the case of a Scheme/Merger Transaction, the Scheme/Merger Documents (and conditions in accordance with the order of the Acquisition DocumentationCourt sanctioning the Scheme), (ii) in the case of a Bermuda Merger, the Bermuda Merger Documents, and (iii) in the case of an Offer, the Offer Documents, and the Acquisition Agreement shall not have been alteredImplementation Agreement, amended in each case, without giving effect to any modifications, consents, amendments or otherwise modified or supplemented waivers thereto agreed to by XL Group or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be its Subsidiaries that in each case are materially adverse to the interests of the Lenders (in their capacities as such), in any such case without or the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) Joint Lead Arrangers (it being understood and agreed that (ax) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction change in the amount described purchase consideration not exceeding 10% in Section 2 the aggregate in respect of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall will be deemed not to be materially adverse to the interests Lenders or the Joint Lead Arrangers; provided that any reduction of the Lenders; provided that, cash portion of the purchase consideration shall have been allocated to reduce the Commitments by the Borrower pursuant to Section 2.05(a) in an amount equal to such reduction in the cash portion of the purchase consideration and (y) any such increases change in the purchase consideration in excess thereof shall be funded solely deemed materially adverse to the interest of the Lenders and the Joint Lead Arrangers), unless each of the Joint Lead Arrangers shall have provided their written consent thereto or unless such modifications, consents, amendments or waivers are required by the issuance Code Committee (and, if applicable, the Code Expert) in accordance with the terms of the Implementation Agreement (as in effect on the Effective Date), provided that if requested in writing by Irish Holdco either Joint Lead Arranger, the Borrower shall have obtained written confirmation from the Code Expert that it concurs with such requirement of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)the Code Committee.

Acquisition. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, Evidence that: (i) the Acquisition shall be simultaneously consummated in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented Documents without giving effect to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted thereof not approved by the Borrower or Acquisition Sub under Required Lenders; (ii) without limiting the Acquisition Agreement that results in a reduction in the amount described in Section 2 foregoing, each of the Acquisition Agreement conditions set forth in clauses (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided thata), any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) and (c) of Section 7.2 of the MVE Holdings Merger Agreement shall have been satisfied without giving effect to any alteration, amendment, modification, supplement or express waiver thereof not approved by the Required Lenders; (iii) all governmental and third party approvals in connection with the Transactions shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or consent granted threatened by any competent authority which would restrain, prevent or otherwise impose materially adverse conditions on the Transactions or the financing thereof; (iv) there shall be no action, suit or proceeding at law or in equity or by or before any Governmental Authority pending or, to the knowledge of the Borrower, threatened against the Borrower or any other party to the Acquisition Documents or relating to the Transactions that could reasonably be expected to have a material adverse effect on the ability of the Borrower or any of the other Credit Agreement parties to the Acquisition Documents to consummate the Transactions or that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on any of the Transactions; (v) the aggregate consideration and other amounts payable by the Borrower or Acquisition Sub under and its Subsidiaries in connection with the consummation of the Acquisition Agreement that results shall not exceed $254,300,000 (including the aggregate amount of the Indebtedness assumed in an increase connection therewith); and (vi) the sources and uses of the funds for the consummation of the Acquisition and the other transactions contemplated to occur in connection therewith shall be as set forth in the Purchase Price Information Memorandum; and the Administrative Agent shall be deemed not have received a certificate of a Financial Officer of the Borrower to be materially adverse such effect and to the interests effect that attached thereto are true and complete copies of each of the Lenders; provided thatdocuments delivered in connection with the closing of the Acquisition pursuant to the Merger Agreements. In addition, any the Administrative Agent shall have received copies of the legal opinions (if any) delivered to the Borrower pursuant to the Merger Agreements in connection with the Acquisition, together with a letter from each Person delivering such increases shall be funded solely opinion (or authorization within such opinion) authorizing reliance thereon by the issuance by Irish Holdco of common equity or cash otherwise available Administrative Agent and the Lenders, it being understood that the Borrower shall request counsel for MVE Holdings and MVE Investors to Irish Holdco or any of its subsidiaries)deliver such a reliance letter.

Acquisition. Substantially Prior to or substantially concurrently with the Borrowing funding of 2015 the Incremental Term Facility B Loans hereunderon the 2025 Pre-Funding Date the Obligor's Agent and/or Bidco, as applicable, shall have delivered one or more officer’s certificates (ix) certifying that all conditions (other than those conditions that by their terms are to be satisfied at the consummation of the Acquisition shall be consummated (as defined below)) necessary for consummation of the acquisition by Liberty Media Corporation ("LMC"), directly or indirectly through one or more of its subsidiaries, of approximately 84% of the equity interests in Dorna Sports, S.L. ("Dorna") (the "Acquisition") as contemplated by and in accordance with the terms and conditions of the Share Purchase Agreement dated as of March 29, 2024 (the "Acquisition Agreement") in accordance with ​ ​ the terms of the Acquisition DocumentationAgreement have been satisfied, (y) certifying that the "Scheduled Completion Date" (as defined in the Acquisition Agreement) and the consummation of the Acquisition in accordance with the terms of the Acquisition Agreement has been scheduled to occur on 3 July 2025, and (z) certifying that no consent by Bidco or LMC or any of its subsidiaries shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub provided under the Acquisition Agreement, if such alterationin each case, amendment, modification, supplement, waiver or consent would be which is materially adverse to the interests of the Lenders (in their capacities as such), in any such case TLB Incremental Lender without the its prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (). Without limiting the foregoing, it being is understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction decrease in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million purchase price shall not be deemed to be materially adverse to the interests of the Lenders; provided that, TLB Incremental Lender to the extent the cash consideration portion of any such reduction in the Purchase Price shall be (if any) is applied to reduce any Permanent Financing and/or the 2015 Term LoansBridge Facility (each as defined in the Engagement Letter, or defined below), as selected by LMC, on a dollar-for-dollar basis and (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price purchase price equal to or greater than 10% of the purchase price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any TLB Incremental Lender unless such increases shall be funded solely increase is not financed with indebtedness issued or incurred by the issuance by Irish Holdco of common equity Group or cash otherwise available to Irish Holdco or any of its subsidiaries)Bidco.

Acquisition. Substantially concurrently In the event that, during the term of this Agreement, a Third Party shall acquire, directly or indirectly, more than 50% of the shares of a Party's stock entitled to vote for the election of directors of such Party (the "Acquired Party"), the other Party shall have the right, within one hundred twenty (120) days of such acquisition, to assume the rights and responsibilities of, and shall be deemed, the Development Lead, Regulatory Lead, Manufacturing Lead and Commercial Lead (with the Borrowing Acquired Party being designated as the "Co-Detailer") and the Acquired Party shall take all actions to facilitate such transition to the other Party, including without limitation, those as set forth hereinbelow; provided however, that all other rights and obligations of 2015 Term Loans hereunderthe Parties shall remain in full force and effect: (a) The Acquired Party shall transfer to the other Party ownership of all Regulatory Filings and Regulatory Approvals then in its name for all Collaboration Products and shall notify the appropriate Regulatory Authorities and take any other action reasonably necessary to effect such transfer of ownership. The Acquired Party shall assign to the other Party all of the Acquired Party's right, title and interest in the Product Trademarks. [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (ib) The Acquired Party shall, at the Acquisition request of the other Party, assign (if assignable under its terms) to the other Party all of the Acquired Party's rights and obligations under any then-existing Third Party licenses having a license grant limited specifically to Collaboration Products, regarding the making, having made, use, selling, offering to sell, and importing, exporting or otherwise transferring physical possession of or otherwise transferring title in or to Collaboration Products and shall not (until receiving notice of whether or not the other Party desires such an assignment) terminate or amend any such Third Party license. Otherwise, the Acquired Party shall, at the request of the other Party, sublicense (if sublicensable under its terms) to the other Party all of the Acquired Party's rights and obligations under any then-existing Third Party licenses regarding the making, having made, use, selling, offering to sell, and importing, exporting or otherwise transferring physical possession of or otherwise transferring title in or to Collaboration Products and shall not (until receiving notice of whether or not the other Party desires such a sublicense) terminate or amend any such Third Party license. (c) In the event the Acquired Party shall have been the Manufacturing Lead on the date of acquisition and (1) have been using a Third Party contract manufacturer to manufacture Collaboration Products, it shall only be consummated in accordance obligated, with respect to the manufacture and supply of Collaboration Products under this Agreement, to assign its agreement with each such Third Party contract manufacturer to the other Party or (2) have been manufacturing Collaboration Products at its own facilities, it shall remain responsible for supplying the amounts of Collaboration Products that it was obligated to supply at the time of such termination (consistent with the clinical and/or commercial forecasts, as applicable, and other terms and conditions of the Acquisition Documentation, and Process Development/Manufacturing Plan section of the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and Program Plan) for a reasonable period of time to allow the Borrower and/or Acquisition Sub shall not have consented other Party to any action which would require the consent obtain an alternate source of Borrower and/or Acquisition Sub under the Acquisition Agreementsupply, if such alterationnecessary, amendmentpursuant to a transition plan which shall be approved by [***] decision of the Steering Committee and which sets forth responsibilities and schedules for transferring manufacturing responsibilities as expeditiously as possible with the goal of providing for an uninterrupted supply of Collaboration Product of suitable quality and quantity required for the Development and Commercialization to proceed. Once manufacturing responsibility has been successfully transferred, modification, supplement, waiver or consent would the Acquired Party shall no longer be materially adverse responsible for the manufacture and supply of Collaboration Products to the interests other Party for the Development and Commercialization of Collaboration Products in the Lenders (in their capacities as suchTerritory and making any decision with respect thereto and shall no longer be responsible for any process development work to support quality assurance, improving manufacturing/cost efficiency and commercial scale-up manufacturing. In the event the Acquired Party is obligated to continue to supply Collaboration Products under this Section 16.10(c), the other Party shall use Commercially Reasonable Efforts to identify one or more viable Third Party manufacturers in any such case without the prior written consent of the Administrative Agent (such consent not order to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)transfer manufacturing operations as soon as commercially reasonable.

Acquisition. Substantially The Acquisition shall have been, or substantially concurrently with the Borrowing initial borrowing of 2015 the New Term Loans hereundershall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions Acquisition Agreement. No provision of the Acquisition DocumentationAgreement shall have been waived, amended, consented to or otherwise modified in a manner material and adverse to the New Term Loan Lender (in its capacity as such) without the consent of the Lead Arranger (as defined in the Commitment Letter (as defined below)) (not to be unreasonably withheld, delayed, denied or conditioned and provided that the Lead Arranger shall be deemed to have consented to such waiver, amendment, consent or other modification unless they shall object thereto within three (3) Business Days after notice of such waiver, amendment, consent or other modification); provided that (i)(x) any reduction in the purchase price for the Acquisition set forth in the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, be deemed to be material and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities New Term Loan Lender so long as such), in any such case without reduction is applied (1) first, to reduce Cash Consideration (as defined in the prior written consent Commitment Letter) to $0 and (2) thereafter, to reduce the New Term Loans and (y) any increase in the purchase price set forth in the Acquisition Agreement shall be deemed to be not material and adverse to the interests of the Administrative Agent (New Term Loan Lender so long as such consent purchase price increase is not to be unreasonably withheld, delayed or conditioned) funded with additional indebtedness (it being understood and agreed that (a) any alterationno purchase price, amendment, modification, supplement working capital or express waiver or consent granted by the Borrower or Acquisition Sub under similar adjustment provisions set forth in the Acquisition Agreement that results in shall constitute a reduction or increase in the amount described purchase price) and (ii) any change to the definition of Company Material Adverse Effect (as defined in Section 2 of the Acquisition Agreement (the “Purchase Price”as in effect November 4, 2015) not to exceed $100 million shall not be deemed to be materially adverse to the interests New Term Loan Lender and shall require the consent of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or Lead Arranger (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided thatunreasonably withheld, any such increases shall be funded solely by the issuance by Irish Holdco of common equity delayed, denied or cash otherwise available to Irish Holdco or any of its subsidiariesconditioned).

Acquisition. Substantially The Acquisition shall have been or, substantially concurrently with the Borrowing making of 2015 Term the Loans hereunderunder this Agreement shall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition DocumentationAgreement (without giving effect to any modifications, and the Acquisition Agreement shall not have been alteredconsents, amended amendments or otherwise modified or supplemented or any provision or condition therein waived, and waivers by the Borrower and/or Acquisition Sub (or one of its affiliates) thereto that in each case are materially adverse to the interests of the Lenders or the Joint Lead Arrangers, in their capacities as such (it being understood and agreed that (i) an increase to the purchase price shall be deemed not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders or the Joint Lead Arrangers so long as such increase is funded with common equity, (in their capacities as such), in any such case without ii) a decrease to the prior written consent purchase price of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million more than 10% purchase price shall not be deemed to be materially adverse to the interests of the Lenders; provided thatLenders or the Joint Lead Arrangers and shall not require the consent of the Joint Lead Arrangers if the Aggregate Commitments and aggregate commitments in respect of the Bridge Facility are reduced dollar for dollar (with such dollar-for-dollar reduction applied ratably as between the Aggregate Commitments and aggregate commitments in respect of the Bridge Facility, and among the Aggregate Commitments, pro rata between the Aggregate Tranche 1 Commitments and Aggregate Tranche 2 Commitments) and (iii) any such reduction change in the Purchase Price shall be applied to reduce definition of “Material Adverse Effect on the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under Company” in the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests Lenders and the Joint Lead Arrangers, in their capacities as such), unless the Joint Lead Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed)), in each case, other than such conditions that by their nature are to be satisfied upon the closing of such transaction, have been satisfied or waived or are expected to be satisfied and waived on the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)Closing Date.

Acquisition. Substantially (a) The Acquisition shall have been consummated or will be consummated substantially concurrently with or immediately following the Borrowing of 2015 Term Loans hereunder, (i) the Acquisition shall be consummated in accordance with the terms and conditions issuance of the Acquisition Documentation, and the Senior Unsecured Notes. (b) The Acquisition Agreement shall not have been alteredamended, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub (or its applicable affiliate) shall not have consented to any action thereunder or pursuant thereto which would require the consent of the Borrower and/or Acquisition Sub (or its applicable affiliate) under the Acquisition Agreement, if such alterationthat is, amendmentin the aggregate when taken as a whole, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (Commitment Parties in their respective capacities as such), in any such case without the prior written consent of the Administrative Agent Commitment Parties (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a1) any alteration, amendment, modification, supplement or express waiver or consent granted by change to the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 definition of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million Material Adverse Effect” shall not be deemed to be materially adverse to the interests of the Lenders; provided thatCommitment Parties, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b2) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an no increase in the Purchase Price acquisition consideration shall be deemed not to be materially adverse to the interests of the Lenders; provided thatCommitment Parties so long as such increase is not funded with the proceeds of long-term indebtedness (excluding for the avoidance of doubt, borrowings under the ABL Credit Agreement (as defined in the Existing Credit Agreement)), (3) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of the date hereof shall constitute a decrease or increase in the acquisition consideration, (4) each Commitment Party shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such increases waiver or amendment within five (5) Business Days (as defined in the Acquisition Agreement (as in effect on the date hereof)) of receipt of written notice of such waiver or amendment) and the Acquisition shall be funded solely by consummated in accordance with the issuance by Irish Holdco Acquisition Agreement and (5) any change or waiver to the definition of common equity “Required Information” or cash otherwise available Section 6.11(b)(i) of the Acquisition Agreement shall be deemed materially adverse to Irish Holdco or any the interests of its subsidiaries)the Commitment Parties.

Acquisition. Substantially The Laminar Acquisition shall have been immediately prior to or, substantially concurrently with the Borrowing of 2015 borrowing under the 2022 Incremental Term Loans hereunderFacility shall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Laminar Acquisition Agreement, if such alterationwithout giving effect to any modifications, amendmentamendments, modification, supplement, waiver supplements or consent would be waivers or consents by the Company (or one of its affiliates) thereto that are materially adverse to the interests of Lead Arrangers or the 2022 Incremental Term Lenders (in their respective capacities as such), in any such case ) without the prior written consent of the Administrative Agent Lead Arrangers (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); provided that such consent shall be deemed granted if the Lead Arrangers do not respond within three (3) Business Days (as defined in the Laminar 7 Sealed Air – Amendment No. 1 and Incremental Assumption Agreement Acquisition Agreement as in effect on October 31, 2022) (it being understood and agreed that any change to the definition of Material Adverse Effect (a) as defined in the Laminar Acquisition Agreement as in effect on October 31, 2022), shall be deemed materially adverse to the Lead Arrangers and the 2022 Incremental Term Lenders, any alteration, amendment, waiver of the requirement to obtain the Debt Releases shall be deemed materially adverse to the Lead Arrangers and the 2022 Incremental Term Lenders and any modification, supplement amendment or express waiver or consent granted consents by the Borrower Company (or Acquisition Sub under the Acquisition Agreement one of its affiliates) that results in a an increase or reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million purchase price shall not be deemed to not be materially adverse to the interests of the Lenders; provided that, 2022 Incremental Term Lenders so long as any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases purchase price shall be funded solely by the issuance by Irish Holdco of with cash on hand or additional common equity (it being understood and agreed that no purchase price, working capital or cash otherwise available to Irish Holdco similar adjustment provisions set forth in the Laminar Acquisition Agreement as in effect on October 31, 2022 shall constitute a reduction or any of its subsidiariesincrease in the purchase price).

Acquisition. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) the The Acquisition shall be consummated concurrently with the initial funding of the Credit Facilities in accordance with the terms and conditions of the Acquisition Documentation, Agreement and no terms or conditions to the Borrower’s obligations to consummate the Acquisition shall have been amended or waived other than (x) with the consent of the Agents (which consent shall not be unreasonably withheld or delayed (it being understood that the Administrative Agent shall promptly post to Intralinks a notice to the Lenders regarding the giving of any such consent)) or (y) any terms or conditions the amendment or waiver of which shall not be materially adverse to the Lenders or the Lead Arrangers (as determined by the Agents (it being understood that the Administrative Agent shall promptly post to Intralinks a notice to the Lenders regarding the making of any such determination)) (it being understood that any change to the purchase price of the Acquisition in excess of $5,000,000 or to the financing cooperation covenant in the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, be deemed to be material and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders and the Lead Arrangers); (in their capacities ii) the sources and uses of funding for the Acquisition shall be as such), in any such case without set forth on the prior written consent of Sources and Uses table attached as Schedule 1.1C; and (iii) after giving effect to the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood Acquisition and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub borrowings under the Acquisition Agreement that results Loan Documents, the Subordinated Note and the payment of fees and expenses in a reduction connection with the foregoing, ▇▇▇▇▇▇▇▇.▇▇▇ (Cayman) Limited Partnership and its Subsidiaries shall have no Indebtedness, other than the Indebtedness pursuant to any Loan Document, the Canadian Government Loan in the an amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed CDN $100 million shall not be deemed to be materially adverse to 672,000, trade payables, Capital Leases, equipment financings, the interests Existing Letters of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted Credit and other Indebtedness permitted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)Section 7.2.

Acquisition. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, (i) the The Acquisition shall be consummated immediately prior to, or substantially concurrently with the funding of the Loan in all material respects in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alterationwithout giving effect to any amendments, amendmentwaivers, modification, supplement, waiver modifications or consent would be consents thereunder that are materially adverse to the interests of the Lenders (Arrangers in their capacities as such), in any such case without the prior written consent of Lenders or the Administrative Agent unless approved in writing by the Arrangers or the Administrative Agent, as applicable (such consent approval not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed ); provided that (a) any alteration, amendment, modification, supplement or express waiver or consent granted other modification resulting in (i) any increase in the purchase price shall be deemed to be not materially adverse to the Lenders and the Administrative Agent so long as such increase is not funded with additional Indebtedness (other than amounts from other facilities available to STORE Capital and in existence prior to the Closing Date that are assumed by the Borrower Company on the Closing Date), or Acquisition Sub under (ii) any decrease in the purchase price shall not be materially adverse to Lenders and the Administrative Agent so long as (x) such decrease is less than 10% of the purchase price in respect of the Acquisition Agreement that results or (y) 100% of such decrease in excess of 10% of the purchase price is applied to reduce the amount of the Facility and the equity commitments in respect of the Transactions on a reduction pro rata basis, and (c) any amendment, waiver or other modification of (i) the definition of “Company Material Adverse Effect” as set forth in the amount described Acquisition Agreement, (ii) the definition of “End Date” as set forth in the Acquisition Agreement, (iii) the proviso in Section 2 2.3(a) of the Acquisition Agreement or (iv) the “Purchase Price”) not to exceed $100 million last sentence of Section 8.1 of the Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and the Administrative Agent. The Arrangers (in their capacities as Lenders; provided that, any such reduction in ) and the Purchase Price Administrative Agent shall be applied deemed to reduce the 2015 Term Loanshave consented to any amendments, waivers, modifications or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub consents under the Acquisition Agreement that results in an increase in the Purchase Price if it shall be deemed have not affirmatively objected to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco amendment, waiver, modification or consent within five business days of common equity receipt of written notice of such amendment, waiver, modification or cash otherwise available to Irish Holdco or any of its subsidiaries)consent.

Acquisition. Substantially The Amendment No. 2 Effective Date Acquisition shall have been consummated or will be consummated concurrently with the Borrowing initial funding under the Amendment No. 2 Term Loan Facility and establishment of 2015 Term Loans hereunder, (i) the Acquisition shall be consummated Amendment No. 2 Revolving Commitments in accordance with the terms and conditions Amendment No. 2 Acquisition Agreement; provided that no amendment, modification or waiver of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented any term thereof or any provision or condition therein waived, and to Acuren’s obligations to consummate the Borrower and/or Amendment No. 2 Effective Date Acquisition Sub shall not have consented to thereunder (other than any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, modification or waiver or consent would be that is not materially adverse to the interests any interest of the Lenders (in their capacities Amendment No. 2 Arrangers) shall be made or granted, as such)the case may be, in any such case without the prior written consent of the Administrative Agent Amendment No. 2 Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (ax) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall purchase price of the Amendment No. 2 Effective Date Acquisition will be deemed not to be materially adverse to the interests of the Lenders; provided that, any Amendment No. 2 Arrangers so long as such increases shall increase is funded by amounts permitted to be funded solely by drawn under the issuance by Irish Holdco Revolving Credit Facility or proceeds of common equity (or cash otherwise available other equity on terms reasonably satisfactory to Irish Holdco the Amendment No. 2 Arrangers) and (y) any change to the definition of “Acuren Material Adverse Effect” or any “NV5 Material Adverse Effect” shall be deemed to be materially adverse to the interests of its subsidiariesthe Amendment No. 2 Arrangers or the Amendment No. 2 Lenders).

Acquisition. Substantially The Acquisition shall have been, or substantially concurrently with the initial Borrowing of 2015 Term Loans hereunderunder this Agreement shall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions Acquisition Agreement. No provision of the Acquisition DocumentationAgreement shall have been waived, amended, consented to or otherwise modified in a manner material and adverse to the Lenders (in their capacity as such) without the consent of the Lead Arranger and Bookrunner (not to be unreasonably withheld, delayed, denied or conditioned and provided that the Lead Arranger and Bookrunner shall be deemed to have consented to such waiver, amendment, consent or other modification unless they shall object thereto within three (3) Business Days after notice of such waiver, amendment, consent or other modification); provided that (i) any reduction in the purchase price for the Acquisition set forth in the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, be deemed to be material and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities so long as such), in any such case without reduction is applied to (x) first reduce the prior written consent Equity Contribution on a dollar-for-dollar basis until the Equity Contribution has been reduced to 30% of the Administrative Agent Capitalization Amount and (such consent not y) thereafter, after giving effect to the application of the reduction of the purchase price in clause (x) above, reduce the Equity Contribution and each of the Initial Term Loans and the Senior Notes on a pro rata basis, (ii) any increase in the purchase price set forth in the Acquisition Agreement shall be deemed to be unreasonably withheld, delayed or conditioned) not material and adverse to the interests of the Lenders so long as such purchase price increase is not funded with additional Indebtedness (it being understood and agreed that (a) any alterationno working capital, amendment, modification, supplement purchase price or express waiver or consent granted by the Borrower or Acquisition Sub under similar adjustment provisions set forth in the Acquisition Agreement that results in shall constitute a reduction or increase in the amount described purchase price), and (iii) any change to the definition of Company Material Adverse Effect (as defined in Section 2 of the Acquisition Agreement (as in effect on the “Purchase Price”date hereof) not to exceed $100 million shall not be deemed to be materially adverse to the interests Lenders and shall require the consent of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or Lead Arranger and Bookrunner (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided thatunreasonably withheld, any such increases shall be funded solely by the issuance by Irish Holdco of common equity delayed, denied or cash otherwise available to Irish Holdco or any of its subsidiariesconditioned).

Acquisition. Substantially concurrently with Other than as consented to by the Borrowing Agent in ----------- writing: (a) The provisions of 2015 Term Loans hereunder, (i) the Acquisition shall be consummated in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been alteredamended, amended modified, waived or otherwise modified terminated. (b) All of the representations and warranties of the Seller set forth in the Acquisition Agreement shall be complete and correct in all material respects on and as of the Restatement Date with the same force and effect as though made on and as of such date. (c) All of the other conditions to the obligations of the Company set forth in the Acquisition Agreement shall have been satisfied. (d) Any material consent, authorization, order or supplemented or approval of any provision or condition therein waivedPerson required in connection with the transactions contemplated by the Acquisition Agreement shall have been obtained and shall be in full force and effect. (e) All of the items required to be delivered under the Acquisition Agreement shall have been so delivered. (f) Contemporaneously with the making by the Lenders of the extension of credit hereunder on the Restatement Date, and the Borrower and/or Acquisition Sub Company shall not have consented furnished to any action which would require the consent of Borrower and/or Acquisition Sub Lenders a certificate, signed by a Financial Officer, to the effect that the closing has occurred under the Acquisition Agreement. (g) Contemporaneously with the making by the Lenders of the extension of credit hereunder on the Restatement Date, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to LDEC shall have executed and delivered in favor of the interests Agent for the benefit of the Lenders a joinder agreement satisfying the requirements of Section 9.9. (in their capacities as such)h) The Agent shall have had the opportunity to complete, in any such case without the prior written consent its sole discretion, a satisfactory review of the Administrative Agent (such consent LDEC, including but not limited to environmental review, financial projections to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted provided by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed to be materially adverse Company and due diligence reports provided to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted Company by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)advisors.

Acquisition. Substantially concurrently The Acquisition Agreement shall be in full force and effect, and the Borrower shall have delivered to the Administrative Agent a complete and correct copy of the Acquisition Agreement, including any amendment, modification, supplement, waiver or consent thereto. Concurrently with the Borrowing release of 2015 Term Loans hereunderthe Escrow Property, (i) the Acquisition shall be have been consummated in accordance with the terms and conditions of the Acquisition DocumentationAgreement, and the Acquisition Agreement shall not have been alteredamended, amended or otherwise modified or modified, supplemented or any provision provisions or condition therein waivedwaived by the Borrower, and neither the Borrower and/or Acquisition Sub nor any affiliate thereof shall not have consented to any action which would require the consent of the Borrower and/or Acquisition Sub or such affiliate under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Lenders (in their capacities as such)any material respect, in any such case without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed Lead Arrangers; provided that (a) any alteration, amendment, modification, supplement or express supplement, waiver or consent granted (i) that decreases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as Term Loans are prepaid (upon release from the Escrow Account on the Acquisition Effective Date) in an amount equal to any such decrease, (ii) that increases the purchase price for the Acquisition shall be deemed to be not materially adverse to the Lenders so long as such increase is funded solely by an issuance of common Equity InterestsCapital Stock of the Borrower or Acquisition Sub under and (iii) of the Minimum Condition (as defined in the Acquisition Agreement that results in a reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”Agreement) not to exceed $100 million shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries).

Acquisition. Substantially concurrently The Acquisition shall have been consummated, or substantially simultaneously with the Borrowing issuance and sale of 2015 Term Loans hereunder, (i) the Acquisition Preferred Stock and the borrowings under the Delayed Draw Term Loans, shall be consummated consummated, in accordance with the terms and conditions of the Acquisition DocumentationMerger Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented without giving effect to any action which would require modifications, amendments, consents or waivers thereto by the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alteration, amendment, modification, supplement, waiver Corporation or consent would be its Subsidiaries that are materially adverse to the interests of the Lenders (in their capacities as such), in any such case Holders without the prior written consent of the Administrative Agent (Required Holders, such consent not to be unreasonably withheld, delayed or conditioned) conditioned (it being understood and agreed that (ai) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction in the purchase price of, or consideration for, the Acquisition under the Merger Agreement shall not be deemed materially adverse to the interests of the Holders so long as any reduction reduces the amount described in Section 2 of the Delayed Draw Term Loans and the amount of the Acquisition Preferred Stock ratably, (ii) any increase in the cash purchase price of, or consideration for, the Acquisition under the Merger Agreement (the “Purchase Price”) not to exceed $100 million shall not be deemed materially adverse to the interests of the Holders so long as any such increase is funded solely by an increase in the Equity Contribution and (iii) any amendment to the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the interests of the LendersHolders. Notwithstanding the foregoing, without the prior written consent of Ares the Corporation shall not have elected to increase the “Cash Consideration Amount” (as defined in the Merger Agreement) pursuant to the proviso in the definition thereof; provided that, any that in lieu of the payment of such reduction additional Cash Consideration Amount the Merger Agreement may be amended to provide for payment of such additional amount in the Purchase Price shall be applied to reduce form of a preferred stock of the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse Corporation which ranks junior to the interests of Senior Preferred Stock and is on terms satisfactory to the Lenders; provided that, any such increases shall be funded solely by the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)Investors.

Acquisition. Substantially The Borrower shall have confirmed to the Agent that the Amendment No. 1 Acquisition shall have been, or shall concurrently with the Borrowing funding of 2015 Term Loans hereunderthe 2020 DDTL Facility be, (i) the Acquisition shall be consummated in accordance in all material respects with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Amendment No. 1 Acquisition Agreement, if such alteration, but without giving effect to any amendment, modification, supplement, waiver or other modification or consent would be that is materially adverse to the interests of the 2020 DDTL Lenders (in their capacities as such), in any such case without unless consented to by the prior written consent of the Administrative Agent Amendment No. 1 Lead Arrangers (such consent not to be unreasonably US-DOCS\113406393.17 withheld, delayed conditioned or conditioned) (delayed), it being understood and agreed that (aw) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in a reduction increase in the amount described in Section 2 of purchase price for the Amendment No. 1 Acquisition Agreement (the “Purchase Price”) not to exceed $100 million shall not only be deemed to be materially adverse to the interests 2020 DDTL Lenders so long as such purchase price increase is funded with additional indebtedness for borrowed money or preferred stock or other “disqualified equity”, (x) any decrease in the purchase price for the Amendment No. 1 Acquisition (other than any post-closing adjustments to the DDTL Funding Date purchase price, in each case, pursuant to the express provisions of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the draft Acquisition Agreement that results in an increase in the Purchase Price referred to above) shall be deemed not to be materially adverse to the interests 2020 DDTL Lenders unless the 2020 DDTL Facility is reduced pro rata based on the percentage of the Lenders2020 DDTL Facility comprising the purchase price for the Amendment No. 1 Acquisition; provided thatand (y) any modification, any such increases change, amendment, waiver or consent in respect of the definition of “Material Adverse Effect” shall be funded solely by deemed to be materially adverse to the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiaries)2020 DDTL Lenders.

Acquisition. Substantially The Acquisition shall have been or, substantially concurrently with the Borrowing initial borrowing of 2015 the First Lien Term Loans hereunderand Second Lien Term Loans under shall be, (i) the Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition Documentation, and the Acquisition Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, and the Borrower and/or Acquisition Sub shall not have consented to any action which would require the consent of Borrower and/or Acquisition Sub under the Acquisition Agreement, if such alterationwithout giving effect to any modifications, amendment, modification, supplement, waiver amendments or express waivers or consents (including any consent would be under the definition of Company Material Adverse Effect) by the Lead Borrower (or one of its Affiliates) thereto that are materially adverse to the interests of the Lenders (in their capacities as such), in any such case without the prior written consent of the Administrative Agent Joint Lead Arrangers and Bookrunners (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) (it being understood and agreed that (a) (i) any alterationchange to the definition of Company Material Adverse Effect and (ii) any change to the definition of Outside Date (as defined in the Acquisition Agreement) which would make such date later, amendmentin each case, shall be deemed materially adverse to the Lenders and (b) any modification, supplement amendment or express waiver or consent granted consents by the Lead Borrower (or Acquisition Sub under the Acquisition Agreement one of its affiliates) that results in a an increase or reduction in the amount described in Section 2 of the Acquisition Agreement (the “Purchase Price”) not to exceed $100 million purchase price shall not be deemed to not be materially adverse to the interests of the Lenders; provided that, Lenders so long as (i) any such reduction increase in the Purchase Price purchase price shall not be funded with additional indebtedness (excluding the Credit Facilities) and (ii) any reduction shall be applied allocated first to reduce the 2015 Term Loans, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Acquisition Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse Equity Investment to the interests of Minimum Equity Amount and thereafter to the Lenders; provided that, any such increases shall be funded solely by Initial Term Loans and the issuance by Irish Holdco of common equity or cash otherwise available to Irish Holdco or any of its subsidiariesSecond Lien Facility on a pro rata basis).