Common use of Amendment Effective Date Clause in Contracts

Amendment Effective Date. This Amendment shall become effective as of the first date on which each of the conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;

Amendment Effective Date. This Amendment shall become effective as of the first date hereof on the date on which each of the following conditions set forth in this Section H shall precedent have been satisfied (or waived) (such date, the “"Amendment Effective Date”):"); provided, however, (i) the consent set forth in Section 3(b) above shall not become effective until the Keystone Effective Date and (ii) the consent set forth in Section 3(c) above shall not become effective until the Leachate Effective Date: 6 (1. the ) The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, before the Amendment Effective Date all of the following, all of which shall be in form and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, substance satisfactory to the Amendment Effective DateAgents, in sufficient originally executed copies for each case, irrespective of whether such accrued amounts are otherwise then due and payable the Lenders: (i) this Amendment executed by the terms of Borrowers and Lenders constituting the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective DateRequisite Lenders; (ii) an Acknowledgment, substantially in the form of Exhibit I A attached hereto and executed by each Subsidiary Guarantor; (iii) such additional documentation as the Agents or the Requisite Lenders may reasonably require. (2) Each of the representations and warranties made by the Borrowers or the Subsidiary Guarantors in or pursuant to the Credit Agreement (with appropriate modifications Agreement, as amended by this Amendment, and the other Loan Documents to reflect which the nature Borrowers or any of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it Guarantors is a party and (ii) in or by which the case Borrowers or any of the BorrowerSubsidiary Guarantors is bound, the extension of credit contemplated hereunder, (b) shall be true and complete copies of the Organizational Documents of each Credit Party correct in all material respects on and as of the Amendment Effective Date (other than representations and warranties in any such Loan Document which expressly speak as of a different date). (c3) good standing certificates (to All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the extent such concept exists transactions contemplated by this Amendment shall be satisfactory in the relevant jurisdiction of organization) of each Credit Party (or, all respects in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered form and substance to the Administrative Agent); 6. (i4) all fees in the amounts previously agreed in writing to No Event of Default or Default shall have occurred and be received continuing on the Amendment Effective Date Date. (5) The Borrowers shall have paid (1) to each Lender that has executed this Amendment an amendment fee equal to 0.3750% of such Lender's outstanding Term Loans and Revolving Credit Commitments, and (ii2) all expenses required to be paid the fees set forth in respect of this Amendment pursuant to Section 13.5 of the Credit Agreementthat certain fee letter dated November 6, in each case, shall have been paid 2000 from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;Company.

Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the first date on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Amendment Effective Date”waived in accordance with Section 9.02): 6 1. the (a) The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Partycounterparts of this Agreement executed by the Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower and the Guarantors and (ii) Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the aggregate outstanding principal amount of the Amendment Effective Date Term Loans and 100% of the Revolving Commitments. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on dated the Amendment Effective Date)) of (a) the general counsel of the Borrower and (b) ▇▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, covering such other matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (1c) all accrued The Administrative Agent shall have received such documents and unpaid interest on certificates as the Revolving Loans Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Initial Term B Loans toLoan Parties, but the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not includingbeen amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c). (d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) [Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) [Intentionally omitted]. (j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, (2i) all accrued after giving effect to the consummation of the Transactions and unpaid Revolving Letter any rights of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not includingcontribution, the Amendment Effective Date Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (3ii) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a solvency certificate from the Financial Officer of the BorrowerBorrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (addressed to the extent such concept exists in Agents and the relevant jurisdiction of organization) of each Credit Party (orLenders, in the each case of clause (b)in form, in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered scope and substance satisfactory to the Administrative Agent); 6. (il) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and [Intentionally omitted]. (iim) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses [Intentionally omitted]. (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3n) Business Days prior to the Amendment Effective Date; 7. the The Administrative Agent shall have received all documentation and other information a Borrowing Request in accordance with respect to the Credit Parties that is requested by the Section 2.03(b). The Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including shall notify the Patriot Act Borrower and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to Lenders of the Amendment Effective Date by the Administrative Agent or Date, and such Lender;notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Amendment Effective Date”Administrative Agent): 6 1. (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed counterparts hereof thatby Holdings and the Borrower, when taken togetherthe Administrative Agent and each 2024 Incremental Term Loan Lender; (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party, bear in substantially the signatures of form delivered on the Closing Date, (i) each Credit certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of attached thereto are the resolutions of the Authorizing Body (as defined therein) board of each Credit directors or other comparable managing body of such Loan Party (or a duly authorized committee thereof) authorizing (i) approving the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the BorrowerAmendment, the extension transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit such Loan Party as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 5; (c) the Administrative Agent (or its counsel) shall have received, on behalf of itself and the 2024 Incremental Term Loan Lenders on the Amendment Effective Date, a customary written opinion of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings, the Borrower and certain of the Subsidiary Guarantors and (ii) Morris, Nichols, Arsht & T▇▇▇▇▇▇ LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Subsidiary Guarantors; (d) the Administrative Agent (or its counsel) shall have received a certificate of good standing certificates (to the extent such concept exists in the relevant jurisdiction of organizationjurisdiction) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes with respect to the corresponding documents delivered to Loan Parties certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) the Administrative Agent on the Closing Date (or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (iits counsel) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due andreceived all documentation and other information, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) two Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is , required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act and the Beneficial Ownership Regulation, (in each case, case to the extent reasonably so requested in writing at least no less than ten (10) Business Days prior to the Amendment Effective Date Date); (f) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 12 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment Effective Date); (g) the Administrative Agent shall have received a Borrowing Request in respect of the 2024 Incremental Term Loans to be made on the Amendment Effective Date in accordance with the requirements of the Existing Credit Agreement; (h) the representations and warranties set forth in Article 3 of the Amended Credit Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though such Lender;representations and warranties had been made on the Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; and (i) no Event of Default under Section 7.01(a), (f) or (g) of the Amended Credit Agreement shall exist immediately prior to or immediately after giving effect to the effectiveness of this Amendment. By executing this Amendment, the 2024 Incremental Term Loan Lenders and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, all conditions hereto and to the Amendment Effective Date. The Administrative Agent shall post a notice of effectiveness and occurrence of the Amendment Effective Date, which shall be conclusive. The Administrative Agent and the 2024 Incremental Term Loan Lenders acknowledge and agree that the Amendment Effective Date is December 17, 2024.

Amendment Effective Date. This Amendment shall become effective as of the first date set forth above (the “Tenth Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Tenth Amendment Effective Date”Revolving Lenders): 6 1. (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed counterparts hereof thatby the Parent Borrower, each other Loan Party party hereto, the Administrative Agent, each Consenting Lender (and, when taken together, bear constituting all Lenders under the signatures of Existing Credit Agreement on such date) and each Tenth Amendment Revolving Lender; (i) each Credit Party, (iib) the Administrative Agent and the Collateral Agent, (iiior its counsel) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of a customary opinion from (i) each Credit PartyD▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the Loan Parties and (ii) M▇▇▇▇▇, N▇▇▇▇▇▇, Arsht & T▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel to the Collateral Trustee and (iii) Required First Lien Debt Holders on Loan Parties, in each case, dated as of the Tenth Amendment Effective Time Date and determined immediately after giving effect addressed to Section D hereof; 3. the Borrower shall have paid Administrative Agent and each Tenth Amendment Revolving Lender; (or shall pay c) substantially concurrently with the effectiveness establishment of this the Tenth Amendment on the Amendment Effective Date) Revolving Facility, (1i) all Revolving Loans (if any) outstanding under the Existing Credit Agreement (together with any accrued and but unpaid interest on the Revolving Loans and the Initial Term B Loans thereon to, but not including, the Tenth Amendment Effective Date, and all fees or premiums, if any, with respect thereto) shall be repaid or paid, as applicable, in full with the proceeds of Tenth Amendment Revolving Loans (2if any) or, at the option of the Parent Borrower, cash on hand of the Parent Borrower and (ii) all accrued Revolving Commitments under the Existing Revolving Facility shall be refinanced and unpaid replaced in full by the Tenth Amendment Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective DateCommitments, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by case pursuant to the terms of Section 2 of this Amendment (collectively, the Credit Agreement; 4. “Refinancing”); (d) the Administrative Agent (or its counsel) shall have received (i) a certificate of the Borrowereach Loan Party, dated the Tenth Amendment Effective Date, substantially in the form of Exhibit I C to the Existing Credit Agreement (Agreement, with appropriate modifications to reflect the nature of the transactions contemplated hereunder)insertions and attachments, certifying that as to the conditions matters referred to in clauses (f) and (g) of this Section H.8 4, and H.9 hereof have been satisfied as of including without limitation (x) the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying incorporation (a) a copy of the resolutions of the Authorizing Body (as defined thereinor equivalent) of each Credit Loan Party (or a duly authorized committee thereof) authorizing (i) certified by the execution, delivery and performance relevant authority of this Amendment (and any agreements relating hereto) to which it is a party the jurisdiction of organization of such Loan Party and (iiy) a true and complete copy of its by-laws or operating, management, partnership or similar agreement (or, in the each case of the Borrowerclauses (x) and (y) above, the extension of credit contemplated hereunder, (b) a certification that true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (such documents or agreements have been previously attached to a certificate delivered to the extent Administrative Agent under the Existing Credit Agreement and that such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching documents or agreements have not been amended except as otherwise attached to such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents certificate delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Tenth Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its relevant authority of its jurisdiction of organization; (e) the Administrative Agent (or its counsel) shall have received a Solvency Certificate dated as of the Tenth Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein; (f) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all expenses required material respects (or in all respects if qualified by materiality) on and as of the Tenth Amendment Effective Date, immediately prior to be paid in respect of and immediately after giving effect to this Amendment pursuant and the transactions contemplated hereby, as if made on and as of such date, except to Section 13.5 the extent expressly made as of the Credit Agreementan earlier date, in each case, which case such representations and warranties shall have been paid so true and correct as of such earlier date; (g) no Default or Event of Default shall have occurred and be continuing on the Tenth Amendment Effective Date or immediately after giving effect to the transactions contemplated by this Amendment and the Amended Credit Agreement; (h) to the extent due andapplicable, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received written notice from the Parent Borrower for the Borrowing of Tenth Amendment Revolving Loans to be funded on the Tenth Amendment Effective Date; (i) each Tenth Amendment Revolving Lender shall have received, at least three Business Days prior to the Tenth Amendment Effective Date, (i) all documentation and other information with respect about the Parent Borrower and the Guarantors that shall have been reasonably requested by such Tenth Amendment Revolving Lender in writing at least 10 Business Days prior to the Credit Parties Tenth Amendment Effective Date and that is requested by the Administrative Agent or a such Tenth Amendment Revolving Lender and reasonably determines is required by United States bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act and the CDD Rule and (ii) to the extent that the Parent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tenth Amendment Revolving Lender has requested, in a written notice delivered to the Parent Borrower at least 10 days prior to the Tenth Amendment Effective Date, such a certification, at least two days prior to the Tenth Amendment Effective Date, a Beneficial Ownership Certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, in each case, ; and (i) to the extent reasonably requested in writing invoiced to the Parent Borrower at least ten (10) three Business Days prior to the Tenth Amendment Effective Date, all costs and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) required to be paid by the Parent Borrower in connection with this Amendment and (ii) all fees required to be paid by the Parent Borrower to the Tenth Amendment Revolving Lenders in connection with this Amendment pursuant to that certain fee letter dated as of the Tenth Amendment Effective Date between the Administrative Agent and the Parent Borrower, in each case of clauses (i) and (ii), shall have been paid or shall have been authorized to be deducted from the proceeds of any funding of Tenth Amendment Revolving Loans. For purposes of determining whether the conditions specified in this Section 4 have been satisfied on the date hereof, by executing this Amendment, the Administrative Agent and the Tenth Amendment Revolving Lenders (including each Consenting Lender) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender;the Tenth Amendment Revolving Lenders, as the case may be.

Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the first date on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Amendment Effective Date”waived in accordance with Section 9.02): 6 1. the (a) The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent counterparts of this Agreement and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective DateGuarantee Agreement, in each case, irrespective of whether such accrued amounts are otherwise then due and payable executed by the terms Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower and the Guarantors, (ii) Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as aggregate outstanding principal amount of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate Date Term Loans and 100% of the Credit PartiesRevolving Commitments, dated the Amendment Effective Date, certifying and (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (iiii) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party Perfection Certificate dated as of the Amendment Effective Date and executed by the Borrower. (b) The Administrative Agent shall have received customary written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and (b) ▇▇▇▇ ▇▇▇▇▇ LLP and other counsel for the Loan Parties, covering such other customary matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing certificates (of the Borrower and the Loan Parties and the authorization of the Transactions relating to the extent such concept exists Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the relevant jurisdiction of organizationAdministrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c). (d) The Administrative Agent); 6Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) [Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date [Intentionally omitted]. (j) The Administrative Agent and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, Lender shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower received at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent may agree) (i) all such documentation and other information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations and (ii) a Beneficial Ownership Certification. (k) On the Amendment Effective Date; 7. , (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received all documentation a solvency certificate from the Financial Officer of the Borrower in form and other information with respect substance satisfactory to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsAgent, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to dated as of the Amendment Effective Date by and addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent. (l) [Intentionally omitted]. (m) [Intentionally omitted]. (n) The Administrative Agent or shall have received a Borrowing Request in accordance with Section 2.03(b). The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such Lender;notice shall be conclusive and binding.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waivedwaived by the First Amendment Incremental Term Lenders and the Required Revolving Credit Lenders): (a) the Administrative Agent (such dateor its counsel) shall have received (x) a counterpart signature page of this Amendment duly executed by the Borrower, the “Administrative Agent and each First Amendment Incremental Term Lender and (y) a counterpart signature page of this Amendment duly executed by the Revolving Credit Lenders constituting the Required Revolving Credit Lenders under the Existing Credit Agreement immediately prior to the Amendment Effective Date”):; 6 1. (b) the Administrative Agent (or its counsel) shall have received a customary opinion from ▇▇▇▇▇▇▇ Procter LLP in its capacity as counsel to the Credit Parties dated as of the Amendment Effective Date and addressed to the Administrative Agent and the First Amendment Incremental Term Lenders; (c) the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (iia) the Administrative Agent audited consolidated financial statements of the Target and its subsidiaries for the Collateral Agentfiscal years ended December 31, 2020 and December 31, 2019 and (iii) each Stand-Alone L/C Issuer, (ivb) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures audited consolidated balance sheet of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with and its subsidiaries for the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued fiscal years ended June 30, 2021 and unpaid interest on the Revolving Loans and the Initial Term B Loans toJune 30, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date2020 and, in each case, irrespective the related audited consolidated statements of whether income and cash flows for the fiscal years then-ended; provided that (x) in each case, the Borrower’s or the Target’s public filing of any required financial statements with the SEC shall constitute delivery of such accrued amounts are otherwise then due financial statements and payable (y) in each case, the filing of the foregoing required financial statements on form 10-K or form 10-Q, as applicable, with the SEC by the terms of Borrower or the Credit Agreement; 4. Target, as applicable, will satisfy the foregoing requirements; (d) the Administrative Agent (or its counsel) shall have received (i) a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the each Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit PartiesParty, dated the Amendment Effective Date, certifying (a) as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Amendment and certifying that attached thereto is a true, correct and complete copy of (A) the resolutions articles or certificate of the Authorizing Body incorporation or formation (or equivalent), as defined therein) applicable, of each such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or a equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Amendment Effective Date, (C) resolutions duly authorized committee thereof) adopted by the Board of Directors of such Credit Party authorizing (i) and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment (and any agreements relating hereto) the other Loan Documents to which it is a party and (iiD) in the case each certificate as of a recent date of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organizationapplicable jurisdiction) of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (oror equivalent), as applicable; (e) with respect to the First Amendment Incremental Term Loans only, (x) each of the Specified Merger Agreement Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) as of the Amendment Effective Date, except to the extent expressly made as of an earlier date, in which case such Specified Merger Agreement Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date and (y) each of the First Amendment Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) as of the Amendment Effective Date, except to the extent expressly made as of an earlier date, in which case such First Amendment Specified Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date; provided that to the extent any of the Specified Merger Agreement Representations are qualified or subject to “material adverse effect,” the definition thereof shall be “Company Material Adverse Effect” as defined in the Merger Agreement for the purposes of any representations and warranties made, or to be made, on or as of the Amendment Effective Date; (f) with respect to the First Amendment Incremental Term Loans only, since the date of the Merger Agreement, there shall not have occurred and be continuing to exist any “Company Material Adverse Effect” (as defined in the Merger Agreement); (g) subject to the last paragraph of this Section 4, all actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (free and clear of all Liens other than Permitted Liens) in the Collateral under the Loan Documents shall have been taken (or shall be taken contemporaneously with funding); (h) all costs, fees and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) and other compensation required to be paid by the Borrower in connection with this Amendment to the Administrative Agent, the First Amendment Lead Arrangers, the First Amendment Co-Manager and the First Amendment Incremental Term Lenders, including without limitation pursuant to the Amended Restated Commitment Letter and the Amended and Restated Joint Fee Letter, in each case dated as of September 20, 2021 and entered into between the First Amendment Lead Arrangers, the First Amendment Co-Manager and the Borrower with respect to the First Amendment Incremental Term Loans, shall have been paid; provided that, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable any legal fees and expenses of counsel)expenses, to the extent a reasonably detailed an invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. ; (i) the Administrative Agent (or its counsel) shall have received a certificate of solvency from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein; (j) the Acquisition shall be consummated pursuant to the Merger Agreement, substantially concurrently with the funding of the First Amendment Incremental Term Loans, and no provision of the Merger Agreement shall have been amended or waived, and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the First Amendment Incremental Term Lenders (in their capacity as such) without the prior written consent of such First Amendment Incremental Term Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) 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 such First Amendment Incremental Term Lenders (in their capacity as such), (b) any decrease in the purchase price shall be deemed to be materially adverse to the interests of the First Amendment Incremental Term Lenders unless such decrease is in an amount less than or equal to 10% of the purchase price and proportionately reduces the aggregate principal amount of the First Lien Incremental Term Loans and (c) any increase in the purchase price shall not be deemed not to be materially adverse to the interests of such First Amendment Incremental Term Lenders (in their capacity as such) to the extent not funded with additional indebtedness; (k) the First Amendment Lead Arrangers shall have received, at least three Business Days prior to the Amendment Effective Date, all documentation and other information with respect to about the Credit Parties Borrower and the Guarantors that is shall have been reasonably requested by the Administrative Agent First Amendment Lead Arrangers or a any First Amendment Incremental Term Lender in writing at least 10 Business Days prior to the Amendment Effective Date and that such First Amendment Lead Arranger or such First Amendment Incremental Term Lender reasonably determines is required by United States bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act and the CDD Rule and (ii) to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least five days prior to the Amendment Effective Date, any First Amendment Incremental Term Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Amendment Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to the Borrower shall have received such Beneficial Ownership Certification; (l) with respect to the First Amendment Incremental Term Loans only, no Specified Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to the First Amendment Incremental Term Loan Commitment and the incurrence of the First Amendment Incremental Term Loans pursuant thereto and immediately prior to and immediately after giving effect to the other Transactions; (m) with respect to the First Amendment Incremental Term Loans only, no Default or Event of Default shall have occurred and be continuing at the time of the execution of the Merger Agreement; (n) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (i) certifying as to the matters referred to in clauses (e), (f), (j), (l) and (m) demonstrating compliance with the requirements set forth in Section 5.13(a) of the Existing Credit Agreement; (o) the Administrative Agent shall have received a reaffirmation agreement and a reaffirmation of foreign pledge agreement, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to dated as of the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent and in substantially the same form as the Reaffirmation Agreement and the Reaffirmation of Foreign Pledge Agreement. For purposes of determining whether the conditions specified in this Section 4 have been satisfied on the date hereof, by the funding of the First Amendment Incremental Term Loans, the Administrative Agent and the First Amendment Incremental Term Lenders shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender;the First Amendment Incremental Term Lenders, as the case may be. Notwithstanding anything herein to the contrary, the terms of the Existing Credit Agreement, including Sections 8.13 and 8.16 thereof, shall govern the provision of any lien search or Collateral (including the creation or perfection of any security interest) with respect to the Target or any of its subsidiaries and in no event shall any lien search or Collateral (including the creation or perfection of any security interest) constitute a condition precedent to the availability or funding of the First Amendment Incremental Term Loans on the Amendment Effective Date.

Amendment Effective Date. This Amendment and the Amended Credit Agreement shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Eighth Amendment Effective Date”Replacement Term Lenders): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (iia) the Administrative Agent and the Collateral Agent, (iiior its counsel) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received (i)(x) a counterpart signature page of this Amendment duly executed counterparts hereof thatby the Parent Borrower, when taken togethereach other Loan Party party hereto, bear the signatures of Additional Replacement Term Lender and the Administrative Agent and (iy) each Credit Partyapplicable Lender Addendum, executed and delivered by each Consenting Term Lender and (ii) a borrowing notice duly executed by a Responsible Officer of the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Parent Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued the Eighth Amendment Replacement Term Loans setting forth the Parent Borrower’s request to have the Eighth Amendment Replacement Term Loans be subject to the same Interest Periods and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and same Term SOFR Reference Rate applicable to the Term SOFR Loan Existing Term Loans; (3b) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing customary opinion from (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party Loan Parties and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party its capacity as of the Amendment Effective Date and (c) good standing certificates (special Delaware counsel to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6.Loan Parties, (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), invoiced to the extent a reasonably detailed invoice therefor has been delivered to the Parent Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. , all costs and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) required to be paid by the Parent Borrower to the Administrative Agent and the Eighth Amendment Lead Left Arranger in connection with this Amendment and (ii) all fees required to be paid by the Parent Borrower to the Eighth Amendment Lead Left Arranger and the Eighth Amendment Replacement Term Lenders in connection with this Amendment, in each case of (i) and (ii), shall have received been paid or shall have been authorized to be deducted from the proceeds of the funding under the Eighth Amendment Replacement Term Loans; (g) the Administrative Agent (or its counsel) shall have received, at least three Business Days prior to the Amendment Effective Date, (i) all documentation and other information with respect about the Parent Borrower and the Subsidiary Guarantors that shall have been reasonably requested by any Eighth Amendment Replacement Term Lender in writing at least 10 Business Days prior to the Credit Parties Amendment Effective Date and that is requested by the Administrative Agent or a such Eighth Amendment Replacement Term Lender and reasonably determines is required by United States bank regulatory authorities under applicable “know your know-your-customer” and anti-anti- money laundering rules and regulations, including the Patriot PATRIOT Act and the Beneficial Ownership Regulation, in each case, CDD Rule and (ii) to the extent reasonably the Parent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Eighth Amendment Replacement Term Lender has requested such certification in writing a written notice to the Administrative Agent and the Parent Borrower at least ten (10) 10 Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;the

Amendment Effective Date. This Amendment and the Amended Credit Agreement shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Sixth Amendment Effective Date”Term Lenders and the Consenting Revolving Lenders): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (iia) the Administrative Agent and (or its counsel) shall have received (i)(x) a counterpart signature page of this Amendment duly executed by the Collateral AgentParent Borrower, (iii) each Stand-Alone L/C Issuerother Loan Party party hereto, (iv) the each Additional Replacement Term Lender, each Sixth Amendment Incremental Term Lender and the Administrative Agent, (vy) each New Revolving Lenderapplicable Lender Addendum, (vi) executed and delivered by each Revolving L/C Issuer Consenting Term Lender and (viiz) a counterpart signature page of this Amendment duly executed by each of the other Consenting Revolving Lenders party to this Amendment, (which collectively constitute (A) 100% of the Required Revolving Lenders, Issuing Lenders (determined in accordance with Section A.1. aboveand Swingline Lenders under the Existing Credit Agreement) and (Bii) all a borrowing notice duly executed by a Responsible Officer of the Initial Parent Borrower with respect to the Sixth Amendment Term B Lenders Loans setting forth the Parent Borrower’s request to have the Sixth Amendment Term Loans be subject to the same Interest Periods and Revolving Lenders on the same Term SOFR Reference Rate applicable to the Term SOFR Loan Existing Term Loans; (b) the Administrative Agent (or its counsel) shall have received a customary opinion from (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the Loan Parties and (ii) M▇▇▇▇▇, N▇▇▇▇▇▇, Arsht & T▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel to the Loan Parties, in each case, dated as of the Amendment Effective Time Date and determined immediately after giving effect addressed to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof thatAdministrative Agent, when taken together, bear the signatures of each Sixth Amendment Term Lender and each Revolving Lender; (ic) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness making of this the Sixth Amendment on Replacement Term Loans, the Amendment Effective Date) Existing Term Loans (1) all together with any accrued and but unpaid interest on the Revolving Loans and the Initial Term B Loans thereon to, but not including, the Amendment Effective Date, (2) and all accrued and unpaid Revolving Letter of Credit Fees fees or premiums, if any, with respect to any issued thereto) shall be repaid or paid, as applicable, in full with the proceeds of the Sixth Amendment Replacement Term Loans (or, in the case of the Cashless Rollover as contemplated by Section 1.7 of the Existing Credit Agreement, converted and outstanding Revolving Letters continued) and, if necessary, cash on hand of Credit to, but not includingthe Parent Borrower (collectively, the Amendment Effective Date and “Refinancing”); (3d) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent (or its counsel) shall have received (i) a certificate of the Borrowereach Loan Party, dated the Amendment Effective Date, substantially in the form of Exhibit I C to the Existing Credit Agreement (Agreement, with appropriate modifications to reflect insertions and attachments, including without limitation (x) the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying incorporation (a) a copy of the resolutions of the Authorizing Body (as defined thereinor equivalent) of each Credit Loan Party (or a duly authorized committee thereof) authorizing (i) certified by the execution, delivery and performance relevant authority of this Amendment (and any agreements relating hereto) to which it is a party the jurisdiction of organization of such Loan Party and (iiy) a true and complete copy of its by-laws or operating, management, partnership or similar agreement (or, in the each case of the Borrowerclauses (x) and (y) above, the extension of credit contemplated hereunder, (b) a certification that true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (such documents or agreements have been previously attached to a certificate delivered to the extent Administrative Agent under the Existing Credit Agreement and that such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching documents or agreements have not been amended except as otherwise attached to such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents certificate delivered to the Administrative Agent on the Closing Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its relevant authority of its jurisdiction of organization; (e) each of the representations and warranties made by any Loan Party in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby, as if made on and as of such later date on which such Organizational Documents were most recently delivered date, except to the Administrative Agent); 6.extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date; (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), invoiced to the extent a reasonably detailed invoice therefor has been delivered to the Parent Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. , all costs and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) required to be paid by the Parent Borrower to the Administrative Agent and the Sixth Amendment Lead Arrangers in connection with this Amendment and (ii) all fees required to be paid by the Parent Borrower to the Sixth Amendment Lead Arrangers and the Sixth Amendment Term Lenders in connection with this Amendment, in each case of (i) and (ii), shall have received been paid or shall have been authorized to be deducted from the proceeds of the funding under the Sixth Amendment Term Loans; (g) the Sixth Amendment Lead Left Arranger shall have received, at least three Business Days prior to the Amendment Effective Date, (i) all documentation and other information with respect about the Parent Borrower and the Subsidiary Guarantors that shall have been reasonably requested by any Sixth Amendment Term Lender or any Consenting Revolving Lender in writing at least 10 Business Days prior to the Credit Parties Amendment Effective Date and that is requested by the Administrative Agent such Sixth Amendment Term Lender or a such Consenting Revolving Lender and reasonably determines is required by United States bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act and the Beneficial Ownership Regulation, in each case, CDD Rule and (ii) to the extent reasonably the Parent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Sixth Amendment Term Lender or any Consenting Revolving Lender has requested such certification in writing a written notice to the Administrative Agent and the Parent Borrower at least ten (10) 10 Business Days prior to the Amendment Effective Date Date, a Beneficial Ownership Certification regarding beneficial ownership as required by the Beneficial Ownership Regulation; (h) the Administrative Agent (or such Lenderits counsel) shall have received a Solvency Certificate (as defined in the Existing Credit Agreement) dated as of the Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein; (i) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date both immediately before and immediately after giving effect to the Transactions contemplated by this Amendment and the Amended Credit Agreement; and (j) the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower certifying as to the matters referred to in clauses (e) and (i) of this Section 5. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of the Sixth Amendment Term Loans and/or executing this Amendment (including any Lender Addendum), as applicable, the Administrative Agent, the Sixth Amendment Term Lenders and Revolving Lenders shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, the Sixth Amendment Term Lenders and/or the Consenting Lenders, as the case may be.

Amendment Effective Date. This Amendment shall become effective as of the first date on which each of the conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Third Amendment Effective Date”) on which the following conditions have been satisfied (or waived by the Administrative Agent): 6 1. the a. The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Partythe Borrower, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuerthe Lenders; b. The Project Everest Acquisition Conditions shall have been satisfied; c. The Administrative Agent shall have also received: i. customary written opinions, in form and substance satisfactory to the Administrative Agent, of (iv1) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer White & Case LLP and (vii2) G▇▇▇▇▇▇▇, H▇▇▇▇▇▇▇ & C▇▇▇▇▇ P.C., each as special counsel to the other Lenders party Credit Parties; ii. a certificate duly executed by an Authorized Officer of the Borrower as to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) Solvency of the Borrower and (B) all the Initial Term B Lenders and Revolving Lenders its Subsidiaries on the Amendment Effective Time and determined immediately a consolidated basis after giving effect to Section D hereof; 2the Project Everest Acquisition; iii. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures a certificate of (i) an Authorized Officer of each Credit Party, (ii) Party dated the Collateral Trustee and (iii) Required First Lien Debt Holders on the Third Amendment Effective Time Date and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid certifying: A. that attached thereto is a true and complete copy of each Organizational Document of such Credit Party (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued articles of incorporation or formation (or equivalent document), as applicable, certified to be true and outstanding Revolving Letters complete as of Credit to, but not including, a recent date prior to the Third Amendment Effective Date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization) and (3) all accrued certified by a secretary or other Authorized Officer of such Credit Party to be true and unpaid Revolving Commitment Fees to, but not including, correct as of the Third Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due ; B. that attached thereto is a true and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a complete copy of the resolutions of the Authorizing Body (as defined therein) of each such Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) other document delivered in connection herewith on the Third Amendment Effective Date; C. as to which it the incumbency and specimen signature of each Authorized Officer executing this Amendment (together with a certificate of another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this Section 3(c)(iii)); and D. that attached thereto is a party and (ii) in good standing certificate, certificate of status or analogous certificate from the case applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation or organization of formation, each dated a recent date prior to the BorrowerThird Amendment Effective Date; iv. if requested by a Project Everest Incremental Revolving Lender, the extension of credit contemplated hereunder, (b) true Administrative Agent and complete copies of the Organizational Documents of each such Project Everest Incremental Revolving Lender shall have received a duly-executed amended and restated Revolving Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include Note; v. a certification certificate duly executed by an Authorized Officer of each Credit Party the Borrower certifying that there have been no changes as to the corresponding documents delivered matters set forth in paragraph (b) of this Section 3; vi. a Notice of Loan with respect to the Administrative Agent Project Everest Incremental Revolving Loans and any other Revolving Loans to be borrowed on the Closing Third Amendment Effective Date or such later date on (which such Organizational Documents were most recently delivered other Revolving Loans under the Existing Credit Agreement not to exceed $150,000,000); vii. the results of a recent search, by a Person satisfactory to the Administrative Agent); 6. , of all effective UCC financing statements (ior equivalent filings) all fees made with respect to any personal or mixed property of any Credit Party in the amounts previously agreed in writing appropriate jurisdictions, together with copies of all such filings disclosed by such search; viii. payoff and release documentation relating to be received on all outstanding indebtedness of Enercon Technologies Ltd., a company organized under the Amendment Effective Date and (ii) all expenses laws of the State of Israel, required to be paid in respect of this Amendment off pursuant to Section 13.5 the terms of the Credit Project Everest Acquisition Agreement, in each caseform and substance reasonably satisfactory to the Administrative Agent; and d. The Administrative Agent and the Project Everest Incremental Revolving Lenders (or their affiliates, as applicable) shall have been received payment of all fees required to be paid pursuant to the fee letter, dated as of the Second Amendment Effective Date, and reasonable and documented out-of-pocket expenses to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower invoiced in reasonable detail at least three (3) Business Days one business day prior to the Third Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;.

Amendment Effective Date. This Amendment shall become effective as be binding upon the Administrative Agent, Borrower, the Increasing Lenders, and each other Lender on the last day (the "AMENDMENT EFFECTIVE DATE") upon which (a) counterparts of the first date on which each of the conditions set forth in this Section H Amendment shall have been satisfied (or waived) (such dateexecuted and delivered to Administrative Agent by Borrower, Administrative Agent, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof thatIncreasing Lenders, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Requisite Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. , without giving effect to the Supplemental Commitments or the addition of the New Lenders), or when Administrative Agent shall have received received, telecopied, telexed, or other evidence satisfactory to it that all documentation such parties have executed and other information with respect are delivering to Administrative Agent counterparts thereof; (b) the Credit Parties that is Revolving Notes (if any have been previously been requested by the Increasing Lenders) are executed by Borrower and delivered in accordance with PARAGRAPH 1.5 hereof; (c) Borrower shall have paid to Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including (for distribution to the Patriot Act and Increasing Lenders) the Beneficial Ownership Regulation, upfront fee payable to each of the Increasing Lenders in the respective amounts set forth as the "SECOND AMENDMENT UPFRONT FEE" on ANNEX B for each caseIncreasing Lender; (d) Borrower shall have repaid all outstanding Loans, to the extent reasonably requested in writing at least ten any such Loans are outstanding (10without giving effect to any Loans made after the effectiveness of this Amendment); (e) Business Days prior Borrower shall have delivered to the Amendment Effective Date Administrative Agent copies (certified by the Secretary or Assistant Secretary of Borrower) of all corporate action taken by Borrower to authorize the execution, delivery, and performance of this Amendment, and any related Debt incurrence; and (f) Borrower shall have delivered to Administrative Agent or such Lender;an opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Borrower, addressed to Administrative Agent and Lenders, in form and substance reasonably acceptable to Administrative Agent.

Amendment Effective Date. This Amendment shall become effective as of on the first date (the "AMENDMENT EFFECTIVE DATE") on which the following conditions are satisfied: (i) The Administrative Agent shall have received (i) this Amendment, executed and delivered by the Administrative Agent, the Borrower and the Required ESD Banks (it being understood that any amendment contained herein which requires consent of each Existing Bank shall be enforceable against such Existing Bank upon delivery of this Amendment by the conditions set forth Administrative Agent, the Borrower and the Existing Bank), (ii) the L/C Agreement, executed and delivered by the Administrative Agent, the Borrower and the banks parties thereto, (iii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor, (iv) an Acknowledgement and Consent in this Section H the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a Credit Party and (v) the Collateral Sharing Agreement, executed and delivered by the Collateral Agent and the Borrower. (ii) All governmental and third party approvals necessary in connection with the Transactions shall have been satisfied obtained and be in full force and effect. (or waivediii) (such date, the “Amendment Effective Date”): 6 1. The Banks and the Administrative Agent shall have received duly executed counterparts hereof thatall fees required to be paid, when taken togetherand all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on before the Amendment Effective Date). (1iv) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrowereach Credit Party, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (D, with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 insertions and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the attachments. (v) The Administrative Agent shall have received the following executed legal opinions: i. the legal opinion of Sidley Austin LLP, counsel to the Borrower, substantially in the form of Exhibit E-1; and ii. the legal opinion of in-house counsel to the Borrower, substantially in the form of Exhibit E-2. Each such legal opinion shall cover such other matters incident to the Transactions as the Administrative Agent may reasonably require. (vi) To the extent not already held by the Collateral Agent, the Collateral Agent shall have received, to the extent required by the Guarantee and Collateral Agreement, the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a certificate duly authorized officer of the Credit Partiespledgor thereof; PROVIDED, dated that no such certificates shall be required to be delivered on the Amendment Effective Date, certifying (a) a copy . If the closing of the resolutions of Alcatel Merger shall not occur by or before March 31, 2007, then the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) Borrower shall be required to satisfy the execution, delivery and performance requirements of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b)vi) by or before April 30, in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 62007. (ivii) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses Each document (including reimbursable fees any Uniform Commercial Code financing statement) required by the Guarantee and expenses of counsel), to the extent a Collateral Agreement or under law or reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a Lender perfected Lien on the Collateral described therein, prior and is superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02 of the External Sharing Debt Agreement), shall be in proper form for filing, registration or recordation; PROVIDED, that any additional filing with the U.S. Patent Office shall not be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsto filed, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to registered or recorded on the Amendment Effective Date Date. If the closing of the Alcatel Merger shall not occur by or before March 31, 2007, then the Administrative Borrower shall be required to satisfy the requirements of this clause (vii) with respect to any additional filing with the U.S. Patent Office by or before April 30, 2007. (viii) The Collateral Agent or such Lender;shall have received insurance certificates satisfying the requirements of Section 5.2 of the Guarantee and Collateral Agreement.

Amendment Effective Date. This Amendment shall become effective as of the first date on which each of the conditions set forth in this Section H C shall have been satisfied (or waived) (such date, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (viiiv) the other Lenders party to this Amendment, which collectively constitute (A) the Required 2024-1 Incremental Term B Lenders (determined in accordance with Section A.1. A above), (B) the Required Initial Term B Lenders (determined in accordance with Section A above) and (BC) all the Initial Term B Lenders and Revolving 2024-1 Incremental Term B Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D B hereof; ; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans toand the 2024-1 Incremental Term B Loans, but not includingin each case, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4; 3. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 C.7 and H.9 C.8 hereof have been satisfied as of the Amendment Effective Date; 5; 4. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunderparty, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6.; 5. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7; 6. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender; 7. the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects on the applicable date); and 8. no event has occurred and is continuing or would result from the consummation of the proposed transactions contemplated hereby that would constitute an Event of Default. For purposes of determining compliance with the conditions specified in this Section C, by signing this Amendment, each Lender party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with or waived (as applicable), each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Borrower and the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Amendment Effective Date”2025 Incremental Bridge Term Loan Lenders): 6 1. (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed counterparts hereof thatby Holdings and the Borrower, when taken togetherthe Administrative Agent and each 2025 Incremental Bridge Term Loan Lender; (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of Holdings and the Borrower (the “Thirteenth Amendment Loan Parties”), bear the signatures of (i) each Credit certifying that the articles of formation (or equivalent document) of such Thirteenth Amendment Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Thirteenth Amendment Loan Party, and the operating agreement (or equivalent document) of such Thirteenth Amendment Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Thirteenth Amendment Loan Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of attached thereto are the resolutions of the Authorizing Body (as defined therein) board of each Credit directors or other comparable managing body of such Thirteenth Amendment Loan Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of approving this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the BorrowerAmendment, the extension transactions contemplated herein and authorizing execution and delivery hereof, certified by a Responsible Officer of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit such Thirteenth Amendment Loan Party as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Thirteenth Amendment Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 5; (c) the Administrative Agent (or its counsel) shall have received, on behalf of itself and the 2025 Incremental Bridge Term Loan Lenders on the Amendment Effective Date, a customary written opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for the Thirteenth Amendment Loan Parties; (d) the Administrative Agent (or its counsel) shall have received a certificate of good standing certificates (to the extent such concept exists in the relevant jurisdiction of organizationjurisdiction) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes with respect to the corresponding documents delivered to Thirteenth Amendment Loan Parties certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) the Administrative Agent on the Closing Date (or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (iits counsel) all fees in the amounts previously agreed in writing to be shall have received on a solvency certificate dated as of the Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of Holdings or the Borrower (or, at the option of Holdings or the Borrower, a third party opinion as to the solvency of Holdings and its subsidiaries on a consolidated basis in form and substance reasonably satisfactory to the Amendment No. 13 Lead Arranger issued by a nationally recognized firm reasonably acceptable to the Amendment No. 13 Lead Arranger); (iif) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, Administrative Agent (or its counsel) shall have been paid to the extent due andreceived, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received , all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is about any Loan Party required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act and the Beneficial Ownership Regulation, (in each case, case to the extent so reasonably requested in writing by the Administrative Agent no less than ten Business Days prior to the Amendment Effective Date); (g) all fees and reasonable out-of-pocket expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 13 Lead Arranger pursuant to any commitment letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced with reasonable detail at least ten three Business Days prior to the Amendment Effective Date), including pursuant to that certain Fee Letter, dated as of May 3, 2025 between the Amendment No. 13 Lead Arranger and the Borrower (10the “Bridge Fee Letter”); (h) the Administrative Agent shall have received a Borrowing Request in respect of the 2025 Incremental Bridge Term Loans to be made on the Amendment Effective Date five (5) Business Days prior to the Amendment Effective Date (or such shorter time as the Amendment No. 13 Lead Arranger may agree); (i) the Specified Representations set forth in the Amended Credit Agreement with respect to the Amendment and the Amended Credit Agreement shall be true and correct in all material respects as of the Amendment Effective Date (except in the case of any representation and warranty that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that if any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “Material Adverse Effect” (as defined in the Amendment No. 13 Effective Date Acquisition Agreement) for purposes of the making or deemed making of such Specified Representation on, or as of, the Amendment Effective Date (or any date prior thereto); (j) no Event of Default under Section 7.01(a), (f) or (g) of the Existing Credit Agreement shall exist immediately prior to or immediately after giving effect to the effectiveness of this Amendment; and (k) The Amendment No. 13 Effective Date Acquisition (as defined in the Amended Credit Agreement) shall have been, or substantially concurrently with the initial funding of the 2025 Incremental Bridge Term Loans on the Amendment Effective Date, shall be, consummated in all material respects in accordance with the terms of the Amendment No. 13 Effective Date Acquisition Agreement (as defined in the Amended Credit Agreement). By executing this Amendment, the 2025 Incremental Bridge Term Loan Lenders and the Administrative Agent shall be deemed to have consented to, approved or such Lender;accepted, or be satisfied with, or have waived, all conditions hereto and to the Amendment Effective Date. The Administrative Agent shall post a notice of effectiveness and occurrence of the Amendment Effective Date, which shall be conclusive. The Administrative Agent and the 2025 Incremental Bridge Term Loan Lenders acknowledge and agree that the Amendment Effective Date is July 10, 2025.

Amendment Effective Date. This Amendment and the amendments to the Existing Credit Agreement contained in Section 3 hereof shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Amendment Effective Date”Lenders): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (iia) the Administrative Agent and the Collateral Agent, (iiior its counsel) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness a counterpart signature page of this Amendment on duly executed by Holdings, the Amendment Effective Date)Borrowers, the Administrative Agent, each 2026 May Incremental Revolving Credit Lender and the Consenting Lenders; (1b) the Administrative Agent (or its counsel) shall have received: i. either (x) a copy of the certificate or articles of incorporation, articles of association (statuts) or equivalent organizational document, including all accrued amendments thereto, of the Co-Borrower and unpaid interest on each Luxembourg Loan Party, certified as of a recent date by the Revolving Loans and Secretary of State of the Initial Term B Loans to, but not including, state of its organization (where relevant) or by the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees Luxembourg Companies Register with respect to any issued the Luxembourg Loan Parties and outstanding Revolving Letters the Co-Borrower or (y) confirmation from such Luxembourg Loan Party and the Co-Borrower that there has been no change to such organizational documents since last delivered to the Administrative Agent; and ii. a certificate of Credit tothe secretary, but not includingan authorized representative, assistant secretary, director, or managing director (as applicable) of the Co-Borrower and each Luxembourg Loan Party, dated the Amendment Effective Date and certifying (3A) all accrued that (x) attached thereto is a true and unpaid Revolving Commitment Fees tocomplete copy of the certificate of incorporation (and, but not includingwhere applicable, certificate of change of name), by-laws, articles of association, constitution or operating, management, partnership or similar agreement of the Co-Borrower or such Luxembourg Loan Party as in effect on the Amendment Effective DateDate or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, in each case, irrespective (B) that attached thereto is a true and complete copy of whether such accrued amounts are otherwise then due and payable resolutions duly adopted by the terms board of directors or managers, general meeting of the Credit Agreement; 4. the Administrative Agent shall have received a certificate shareholders or other equivalent governing body of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Co-Borrower or such Luxembourg Loan Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment or any other document delivered in connection herewith on behalf of the Co-Borrower or such Luxembourg Loan Party, as applicable, and that such resolutions have not been modified, rescinded or amended and are in full force and effect (and as applicable), (C) that any agreements relating hereto) to which it is a party and attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement of the Co-Borrower or such Luxembourg Loan Party has not been amended (ii) in the case of the Borrowerarticles of incorporation of each the Co-Borrower or such Luxembourg Loan Party, since the extension date of credit contemplated hereunderthe last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (bD) true as to the incumbency (where applicable) and complete copies specimen signature of each officer or authorized signatory executing this Amendment or any other document delivered in connection herewith on behalf of the Organizational Documents of each Credit Party as of the Amendment Effective Date and Co-Borrower or such Luxembourg Loan Party, (cE) good standing certificates, business registration certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party or registrars (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, its equivalent) for the Co-Borrower from the jurisdiction in which it is organized, dated a recent date prior to the Amendment Effective Date; and (F) for Luxembourg Loan Parties: (i) an excerpt (extrait) from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one (1) Business Day prior to the Amendment Effective Date; and (ii) a certificate of non-registration of judicial decisions or of administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation), issued by the Luxembourg Insolvency Register in respect of the Luxembourg Loan Party no earlier than one (1) Business Day prior to the Amendment Effective Date certifying that, as of the date of the day immediately preceding such certificate, the Luxembourg Loan Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement, administrative dissolution without liquidation (dissolution administrative sans liquidation), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 to 12, 16 and 17 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time). (c) the Administrative Agent (or its counsel) shall have been paid received a customary opinion from (i) L▇▇▇▇▇ & W▇▇▇▇▇▇, as New York counsel for the Loan Parties, (ii) LOYENS & LOEFF LUXEMBOURG SARL, as Luxembourg counsel for the Loan Parties and (iii) NautaDutilh Avocats Luxembourg S.à r.▇. as Luxembourg counsel to the Administrative Agent, in each case, addressed to the Administrative Agent and the 2026 May Incremental Revolving Credit Lenders and dated the Amendment Effective Date; (d) to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower invoiced at least three two (32) Business Days prior to the Amendment Effective Date; 7. , the Borrowers shall have paid (or caused to be paid) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment (including all Attorney Costs) in accordance with Section 10.04 of the Amended Credit Agreement; (e) The representations and warranties of each Loan Party set forth in Sections 5.01, 5.02, 5.03, and 5.04 of the Existing Credit Agreement (with the references to “Loan Document” or “Loan Documents” in Sections 5.01(b)(ii), 5.02, 5.03 and 5.04 of such representations and warranties to include this Amendment), as applicable to such Loan Party, shall have received be true and correct in all documentation material respects on and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to as of the Amendment Effective Date by with the Administrative Agent same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (f) Other than the Specified Defaults (as defined in the 2026 Limited Waiver), no Event of Default shall exist immediately prior to or such Lender;immediately after giving effect to this Amendment on the Amendment Effective Date; and (g) The Borrower has executed a restructuring support agreement, in form and substance acceptable to the 2026 May Incremental Revolving Credit Lenders.

Amendment Effective Date. This Fourth Amendment shall become ------------------------ effective as of the first date on which or before December 18, 1998 (the "Amendment --------- Effective Date") when each of the following conditions set forth in this Section H shall have been satisfied -------------- satisfied: (or waiveda) (such date, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof thateach of the following documents, when taken together, bear in each case in form and substance reasonably satisfactory to the signatures of Agent: (i) counterparts hereof executed by each Credit PartyBorrower, (ii) each Parent Guarantor, the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer Credit Lender and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders Loan Lender identified on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit Annex I to the Credit Agreement (after giving effect to this Fourth Amendment); (A) new and/or replacement Revolving Credit Notes, executed by the applicable Borrower and in substantially the form of Exhibit I --------- and (B) to the extent necessary in connection with appropriate modifications to reflect the nature any assignments of the transactions contemplated hereunder), certifying that Revolving Credit Commitments in effect prior to the conditions in Section H.8 and H.9 hereof have been satisfied as of the Fourth Amendment Effective Date; 5. the Administrative Agent shall have received , Assignment and Assumption Agreements relating to such assignments; (iii) a certificate of the Secretary or Assistant Secretary of each Credit Parties, dated the Amendment Effective Date, Party certifying (aA) a copy of the resolutions of the Authorizing Body (as defined therein) Board of each Directors of such Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Fourth Amendment (and any agreements relating heretoCredit Documents executed and/or delivered in connection herewith, (B) the names, incumbency and signatures of the officers of such Credit Party authorized to execute, deliver and perform the Credit Documents (including any officers which it is a party may be executing Credit Documents in connection with an Acquisition) and (iiC) in the case accuracy and completeness of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Governing Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on and the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days Lenders prior to the Amendment Effective Date; 7. , attaching thereto any and all amendments and modifications of such Governing Documents not previously delivered to such parties; (iv) a certificate of the Administrative chief executive officer or a Financial Officer of each Credit Party executed and delivered on behalf of such Credit Party certifying that all conditions precedent to the effectiveness of this Fourth Amendment (other than conditions within the control of the Agent shall and the Lenders) have received been met (or, concurrently with the Amendment Effective Date, will be met), all documentation representations and other information warranties made in this Fourth Amendment are true and correct and (after giving effect to this Fourth Amendment) no Default or Event of Default has occurred and is continuing; (v) a Solvency Certificate for the Credit Parties, on a combined basis, executed by a Financial Officer of each Credit Party, giving effect to this Fourth Amendment; (vi) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel to the Credit Parties, (A) with respect to the execution, delivery, performance and enforceability of this Fourth Amendment, (B) that the increase in the Revolving Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsCommitments effected pursuant to this Fourth Amendment, including the Patriot Act when funded, and the Beneficial Ownership Regulation, guarantees thereof will constitute "Senior Indebtedness" and "Guarantor Senior Indebtedness" under (and in each casecase defined in) the Senior Subordinated Note Indenture, to (C) that the extent execution, delivery and performance of the Credit Agreement, as amended by this Fourth Amendment, do not violate the Senior Subordinated Note Indenture and (D) such other matters as the Agent may reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;request; and

Amendment Effective Date. This Amendment Agreement shall become effective as of on the first date on which each of the conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Amendment Effective Date”) on which each of the following conditions shall be satisfied (or waived in accordance with Section 10.01 of the Revolving Credit Agreement): 6 1. the (a) The Administrative Agent shall have executed this Agreement and shall have received duly executed counterparts hereof thatfrom the Borrower, when taken togetherthe Parent, bear each of the signatures other Loan Parties, each of the Increasing Lenders, each of the other Existing Lenders, each of the L/C Issuers and each of the Swing Line Lenders either (i) each Credit Party, a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent and the Collateral Agent, (iiiwhich may include a facsimile or electronic transmission) each Stand-Alone L/C Issuer, that such party has signed a counterpart of this Agreement. (ivb) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of received: (i) a certificate of a Responsible Officer of each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid Loan Party (or shall pay substantially concurrently with of the effectiveness general partner or sole member of this Amendment on the Amendment Effective Date) such Loan Party) certifying that (1) all accrued and unpaid interest except as attached to such certificate, no changes have been effected since the Restatement Closing Date or, if later, since the date on which such Person became a Loan Party to the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party or to the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party and, in each case, that such document, in the form theretofore delivered to the Administrative Agent on the Revolving Loans Restatement Closing Date or such later date, remains in force and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, effect on the Amendment Effective Date and (32) all accrued attached thereto is a true, correct and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective complete copy of whether such accrued amounts are otherwise then due and payable resolutions duly adopted by the terms general partner, board of the Credit Agreement; 4. the Administrative Agent shall have received a certificate directors or other governing body, as applicable, of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of such Loan Party authorizing and approving the transactions contemplated hereunder), certifying that the conditions in Section H.8 hereunder and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and Agreement; (ii) in the case a certificate of a Responsible Officer of the BorrowerGeneral Partner, on behalf of the extension of credit contemplated hereunderParent, (b) certifying that the representations and warranties in Section 3 hereof are true and complete copies of the Organizational Documents of each Credit Party correct on and as of the Amendment Effective Date Date; (iii) a certificate signed by the chief financial officer of the General Partner or another Responsible Officer of the General Partner primarily responsible for the financial affairs of the Parent, on behalf of the Parent, certifying that on and as of [[5255041]] the Amendment Effective Date, after giving effect to the transactions described herein, the Parent and its Subsidiaries are Solvent on a consolidated basis; and (iv) certificates as of a recent date setting forth the good standing of each Loan Party under the laws of its jurisdiction of organization. (c) good standing certificates (The Administrative Agent shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the extent Loan Parties, addressed to the Administrative Agent, the Arranger, each Lender and each L/C Issuer, in each case as to such concept exists customary matters regarding the transactions contemplated herein and in such form as the relevant jurisdiction of organizationAdministrative Agent may reasonably request. (d) The Borrower shall have made any prepayment required by Section 2.15(c) of each the Revolving Credit Party Agreement. (or, in e) The Parent and the case of clause (b), in lieu of attaching such Organizational Documents, Borrower shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered provided to the Administrative Agent on and the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel)Increasing Lenders, to the extent a reasonably detailed invoice therefor has been delivered to the Borrower requested at least three (3) five Business Days prior to the Amendment Effective Date; 7. , with respect to the Administrative Agent shall have received all Parent, the Borrower and the other Loan Parties, (i) the documentation and other information requested by the Administrative Agent and any Increasing Lender in order to comply with respect the requirements of the Patriot Act, (ii) the documentation and other information requested by the Administrative Agent in order to the Credit Parties that is comply with all “know your customer” requirements and (iii) all anti-money laundering documentation reasonably requested by the Administrative Agent or a any Increasing Lender. (f) The Administrative Agent shall have received from the Borrower payment of all fees required to be paid by the Borrower to the Arranger or any Increasing Lender and is required in connection with the transactions contemplated hereby, as separately agreed by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act Borrower and the Beneficial Ownership Regulation, Arranger. (g) The Administrative Agent shall have received from the Borrower payment of all expenses (including Attorney Costs) required to be paid by the Borrower in each case, to connection with the extent reasonably requested in writing Loan Documents and for which invoices have been presented at least ten (10) one Business Days Day prior to the Amendment Effective Date by the Date. The Administrative Agent or shall notify the Borrower, the Parent, the Lenders and the L/C Issuers of the occurrence of the Amendment Effective Date, and such Lender;notice shall be conclusive and binding.

Amendment Effective Date. This The Amendment Effective Date shall become effective as of be the first date on which each of the conditions condition set forth in this Section H shall have been below is satisfied or waived: a. The Administrative Agent (or waivedits counsel) (such date, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear of this Amendment from the signatures of (i) Borrower and each Credit Party, (ii) the Incremental Revolving Commitment Lender. b. The Administrative Agent and the Collateral Agent, (iiior its counsel) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof thatcopies of the Affirmation of Guaranty, when taken togethersubstantially in the form set forth in Exhibit I to this Amendment (the “Affirmation of Guaranty”), bear the signatures of from each Guarantor. c. The Administrative Agent shall have received (i) each Credit Partyeither (x) a copy of the Organization Documents, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. including all amendments thereto, of the Borrower shall have paid and each Guarantor, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (or shall pay substantially concurrently with where relevant) of the effectiveness Borrower and each Guarantor as of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, a recent date from the Amendment Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority or (2y) all accrued certification that the Organization Documents of the Borrower and unpaid Revolving Letter each Guarantor have not changed since the versions previously provided to the Administrative Agent and (ii) a certificate of Credit Fees with respect to any issued the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower and outstanding Revolving Letters of Credit to, but not including, each Guarantor dated the Amendment Effective Date and certifying (3where relevant) all accrued (A) that either (x) attached thereto is a true and unpaid Revolving Commitment Fees to, but not including, complete copy of the Organization Documents of the Borrower and each Guarantor as in effect on the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement Date or (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), y) certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as Organization Documents of the Amendment Effective Date; 5. Borrower and each Guarantor have not changed since the versions previously provided to the Administrative Agent shall have received Agent, (B) that attached thereto is a certificate true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of Borrower and each Credit Party (or a duly authorized committee thereof) Guarantor authorizing (i) the execution, delivery and performance of this Amendment and the Affirmation of Guaranty, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower and any agreements relating heretoeach Guarantor have not been amended since the date of the last amendment shown on such certificate, (D) as to which it is a party (if applicable) the incumbency and specimen signature of each officer executing this Amendment on behalf of the Borrower and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above and (E) such other matters that are customarily included in a certificate of this nature in the case jurisdiction of its incorporation or organization. d. The representations and warranties of each Loan Party contained in Article V of the BorrowerCredit Agreement, the extension of credit contemplated hereunder, (b) this Amendment or any other Loan Document shall be true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists correct in the relevant jurisdiction of organization) of each Credit Party (all respects or, in the case of clause (b)such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be correct in all material respects, in lieu each case on and as of attaching such Organizational Documentsthe Amendment Effective Date, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes except to the corresponding documents delivered extent that such representations and warranties specifically refer to the Administrative Agent on the Closing Date or an earlier date, in which case they shall be true and correct in all material respects as of such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6earlier date. (i) all fees in e. No Default shall exist before, or would result from, the amounts previously agreed in writing to be received incurrence of the Incremental Revolving Commitment on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 or any related Revolving Credit Loans contemplated hereby or the application of the Credit Agreementproceeds thereof, in each case, or the consummation of the transactions contemplated herein. f. The Administrative Agent shall have been paid to received, on behalf of itself, the extent due andCollateral Agent and the Lenders, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to on the Amendment Effective Date; 7. , customary written opinions of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, special counsel for the Borrower. g. The Administrative Agent shall have received all documentation a certificate, dated the Amendment Effective Date and other information signed by a Responsible Officer of the Borrower, confirming (i) compliance with respect the conditions precedent set forth in paragraphs (d) and (e) above and (ii) that after giving Pro Forma Effect to the increase of the Revolving Credit Parties Commitments contemplated in this Amendment (assuming that is requested all such Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Revolving Commitments) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 4:25:1.00. h. The Borrower shall have paid (or caused to be paid) to each Incremental Revolving Commitment Lender (i) the full amount of all fees required to be paid by the Administrative Agent Borrower on or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by pursuant to the Amendment No. 1 Fee Letter (as defined in Section 2(b) of this Amendment), and (ii) all reasonable and documented or invoiced out-of-pocket costs of the Administrative Agent and expenses due and payable under the Credit Agreement or such Lender;the Fee Letter.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Amendment Effective Date”Administrative Agent): 6 1. (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed counterparts hereof thatby Holdings, when taken togetherthe Borrower and each other Loan Party, bear the signatures Administrative Agent, the Issuing Bank, each Amendment No. 15 L▇▇▇▇▇ and the other existing Lenders party hereto (who constitute the Required Lenders); (b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date, (i) each Credit certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of attached thereto are the resolutions of the Authorizing Body (as defined therein) board of each Credit directors or other comparable managing body of such Loan Party (or a duly authorized committee thereof) authorizing (i) approving the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the BorrowerAmendment, the extension transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit such Loan Party as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6; (c) the Administrative Agent (or its counsel) shall have received, on behalf of itself and the Amendment No. 15 Lenders on the Amendment Effective Date, a customary written opinion of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings, the Borrower and certain of the Subsidiary Guarantors, (ii) Morris, Nichols, Arsht & T▇▇▇▇▇▇ LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Subsidiary Guarantors and (iii) M▇▇▇▇▇▇ W▇▇▇▇ LLP in its capacity as special Virginia counsel for certain of the Subsidiary Guarantors; (d) the Administrative Agent (or its counsel) shall have received a certificate of good standing certificates (to the extent such concept exists in the relevant jurisdiction of organizationjurisdiction) of each Credit Party (or, with respect to the Loan Parties referred to in the case of clause (b)a) above, in lieu certified as of attaching such Organizational Documents, shall include a certification recent date by an Authorized Officer the appropriate Governmental Authority of each Credit Party certifying that there have been no changes to the corresponding documents delivered to state of formation; (e) the Administrative Agent on the Closing Date (or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (iits counsel) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due andreceived all documentation and other information, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) two Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is , required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act and the Beneficial Ownership Regulation, (in each case, case to the extent reasonably so requested in writing at least no less than ten (10) Business Days prior to the Amendment Effective Date Date); (f) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 8 hereof) or the Amendment No. 15 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment Effective Date); (g) the Administrative Agent shall have received (x) a notice of prepayment of the Existing Loans and (y) a Borrowing Request in respect of the Amendment No. 15 Term Loans to be made on the Amendment Effective Date in accordance with the requirements of the Existing Credit Agreement; (h) the representations and warranties set forth in Article 3 of the Amended Credit Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though such Lender;representations and warranties had been made on the Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; and (i) no Event of Default under Section 7.01(a), (f) or (g) of the Amended Credit Agreement shall exist immediately prior to or after giving effect to the effectiveness of this Amendment. By executing this Amendment, the Amendment No. 15 Lenders, any existing Lenders party hereto and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, all conditions hereto and to the Amendment Effective Date. The Administrative Agent shall post a notice of effectiveness and occurrence of the Amendment Effective Date, which shall be conclusive. The Administrative Agent, the Amendment No. 15 Lenders and any existing Lenders party hereto acknowledge and agree that the Amendment Effective Date is September 22, 2025.

Amendment Effective Date. This Amendment shall become effective as of the first date on which each of the conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Fifth Amendment Effective Date”):) on which each of the following conditions shall have been satisfied: 6 1. (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed counterparts hereof that, when taken together, bear the signatures of by (i) each Credit Party, the Parent Borrower and (ii) the Consenting Lenders constituting the Required Revolving Lenders (in each case, including by way of Electronic Signatures (as defined below)); (b) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Fifth Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby), as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date; (c) all fees (including, for the avoidance of doubt, the consent fee separately agreed in writing between the Parent Borrower and the Consenting Lenders) required to be paid by the Parent Borrower in connection with this Amendment to the Administrative Agent and the Collateral Agent, Consenting Lenders shall have been paid substantially simultaneously with the Fifth Amendment Effective Date; and (iiid) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer no Default or Event of Default shall have occurred and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders be continuing on the Fifth Amendment Effective Time and determined immediately Date or after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Amended Credit Agreement; 4. For purposes of determining whether the conditions specified in this ‎Section 3 have been satisfied, the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying and each Consenting Lender that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of has executed this Amendment (and any agreements relating hereto) shall be deemed to which it is a party and (ii) in the case of the Borrowerhave consented to, the extension of credit contemplated hereunderapproved or accepted, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses satisfied with, each document or other matter required hereunder to be paid in respect of this Amendment pursuant consented to Section 13.5 of the Credit Agreement, in each case, shall have been paid or approved by or acceptable or satisfactory to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Consenting Lender;, as the case may be, as of the Fifth Amendment Effective Date.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Third Amendment Effective Date”Revolving Lenders): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (iia) the Administrative Agent and the Collateral Agent, (iiior its counsel) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received a counterpart signature page of this Amendment duly executed counterparts hereof thatby the Parent Borrower, when taken togethereach other Loan Party party hereto, bear the signatures Administrative Agent and each Third Amendment Revolving Lender (in each case including by way of Electronic Signatures (as defined below)); (b) the Administrative Agent (or its counsel) shall have received a customary opinion from (i) each Credit PartyD▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the Loan Parties and (ii) M▇▇▇▇▇, N▇▇▇▇▇▇, Arsht & T▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel to the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective DateLoan Parties, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms dated as of the Credit Agreement; 4. Third Amendment Effective Date and addressed to the Administrative Agent and each Third Amendment Revolving Lender; (c) the Administrative Agent (or its counsel) shall have received (i) a certificate of the Borrowereach Loan Party, dated the Third Amendment Effective Date, substantially in the form of Exhibit I C to the Existing Credit Agreement (Agreement, with appropriate modifications to reflect insertions and attachments, including without limitation (x) the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying incorporation (a) a copy of the resolutions of the Authorizing Body (as defined thereinor equivalent) of each Credit Loan Party (or a duly authorized committee thereof) authorizing (i) certified by the execution, delivery and performance relevant authority of this Amendment (and any agreements relating hereto) to which it is a party the jurisdiction of organization of such Loan Party and (iiy) a true and complete copy of its by-laws or operating, management, partnership or similar agreement (or, in the each case of the Borrowerclauses (x) and (y) above, the extension of credit contemplated hereunder, (b) a certification that true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (such documents or agreements have been previously attached to a certificate delivered to the extent Administrative Agent under the Existing Credit Agreement and that such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching documents or agreements have not been amended except as otherwise attached to such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents certificate delivered to the Administrative Agent on the Closing Third Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its relevant authority of its jurisdiction of organization; (d) each of the representations and warranties made by any Loan Party in or such later date on which such Organizational Documents were most recently delivered pursuant to the Administrative AgentLoan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Third Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby); 6., as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date; (i) all costs, fees in and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the amounts previously agreed in writing to be received on the Amendment Effective Date Administrative Agent) and (ii) all expenses other compensation required to be paid by the Parent Borrower in respect of connection with this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, Administrative Agent and the Third Amendment Revolving Lenders shall have been paid or shall have been authorized to be deducted from the proceeds of the funding of any Revolving Loans borrowed on the Third Amendment Effective Date to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), invoiced to the extent a reasonably detailed invoice therefor has been delivered to Parent Borrower (in the Borrower case of any such expenses, at least three (3) Business Days prior to the Third Amendment Effective Date; 7. ) and (ii) the Administrative Agent shall have received, for the account of each Existing RCF Lender, the Previously Accrued Amounts; (f) the Administrative Agent (or its counsel) shall have received a Solvency Certificate dated as of the Third Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein; (g) each Third Amendment Revolving Lender shall have received, at least three Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect about the Parent Borrower and the Guarantors that shall have been reasonably requested by such Third Amendment Revolving Lender in writing at least 10 Business Days prior to the Credit Parties Third Amendment Effective Date and that is requested by the Administrative Agent or a such Third Amendment Revolving Lender and reasonably determines is required by United States bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act and the CDD Rule and (ii) to the extent the Parent Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), in each case, to the extent reasonably requested in writing at least ten (10) Business Days five days prior to the Third Amendment Effective Date, any Third Amendment Revolving Lender that has requested, in a written notice to the Parent Borrower at least 10 days prior to the Third Amendment Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to the Parent Borrower shall have received such Beneficial Ownership Certification; (h) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or after giving effect to the RCF Upsize and the other transactions contemplated by this Amendment and the Amended Credit Agreement; and (i) the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower certifying as to the matters referred to in clauses (d) and (h) of this Section 4. For purposes of determining whether the conditions specified in this ‎Section 4 have been satisfied on the date hereof, by executing this Amendment, the Administrative Agent and the Third Amendment Revolving Lenders shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender;the Third Amendment Revolving Lenders, as the case may be.

Amendment Effective Date. This Amendment shall become effective as of (a) the first date on which each of the conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof thateach of the following documents, when taken together, bear in each case in form and substance reasonably satisfactory to the signatures of Agent: (i) counterparts hereof executed by each Credit PartyBorrower, (ii) each Parent Guarantor, the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders Credit Lender identified on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit Annex I to the Credit Agreement (after giving effect to this First Amendment) and the Majority Term Loan Lenders; (ii) to the extent necessary in connection with appropriate modifications to reflect the nature any reallocation of the transactions contemplated hereunder)Revolving Credit Commitments or Term Loan Outstandings, certifying that (A) replacement Revolving Credit Notes or Term Notes, executed by the conditions applicable Borrower and in Section H.8 substantially the form of Exhibit I or Exhibit M, as the case may be and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received (B) any necessary --------- --------- assignment agreements relating to such reallocation; (iii) a certificate of the Secretary or Assistant Secretary of each Credit Parties, dated the Amendment Effective Date, Party certifying (aA) a copy of the resolutions of the Authorizing Body (as defined therein) Board of each Directors of such Credit Party (authorizing, to the extent applicable, the issuance or a duly authorized committee thereof) authorizing (i) guaranty of the Senior Subordinated Notes and the execution, delivery and performance of this Amendment First Amendment, (B) the names, incumbency and signatures of the officers of such Credit Party authorized to execute, deliver and perform the Credit Documents (including any agreements relating heretoofficers which may be executing Credit Documents in connection with an Acquisition) to which it is a party and (iiC) in the case accuracy and completeness of the BorrowerGoverning Documents delivered to the Agent, the extension of credit contemplated hereunder, (b) true Issuing Banks and complete copies of the Organizational Documents of each Credit Party as of Lenders prior to the Amendment Effective Date Date, attaching thereto any and all amendments and modifications of such Governing Documents not previously delivered to such parties; (civ) good standing certificates (to a certificate of the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include chief executive officer or a certification by an Authorized Financial Officer of each Credit Party executed and delivered on behalf of such Credit Party certifying that there all conditions precedent to the effectiveness of this First Amendment (other than conditions within the control of the Agent and the Lenders) have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. met (i) all fees in the amounts previously agreed in writing to be received on or, concurrently with the Amendment Effective Date Date, will be met), all representations and warranties made in this First Amendment are true and correct and (iiafter giving effect to this First Amendment) all expenses required no Default or Event of Default has occurred and is continuing; (v) a Solvency Certificate for the Credit Parties, on a combined basis, executed by a Financial Officer of each Credit Party , giving effect to be paid in this First Amendment and the issuance and guaranty of the Senior Subordinated Notes; (vi) certified copies of the Senior Subordinated Note Indenture and the offering memorandum and prospectus for the Senior Subordinated Notes; (vii) a funds flow memorandum certified by a Financial Officer of each Credit Party with respect to the proceeds of the Senior Subordinated Notes and the payment of transaction costs related thereto; (viii) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel to the Credit Parties, with respect to this Amendment pursuant to Section 13.5 First Amendment, non- contravention of the Credit Agreement, as amended by this First Amendment, with the Senior Subordinated Note Indenture and such other matters as the Agent may reasonably request; (ix) to the extent similar opinions are delivered in each caseconnection with the issuance and guaranty of the Senior Subordinated Notes, opinions of Texas, Mississippi and Alabama counsel to the Credit Parties, with respect to this First Amendment and such other matters as the Agent may reasonably request; and (x) such additional documentation as the Agent may reasonably request. (b) RSC shall have issued the Senior Subordinated Notes in an aggregate principal amount of at least $150,000,000, the net proceeds of which shall have been paid to the extent due andAgent, with respect to expenses for the benefit of the Revolving Credit Lenders, for application on the outstanding principal amount of the Revolving Loans. (including reimbursable fees c) No law, regulation, order, judgment or decree of any Governmental Authority shall, and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall not have received any notice that litigation is pending or threatened which is likely to, enjoin, prohibit or restrain the issuance of the Senior Subordinated Notes or the transactions contemplated by this First Amendment, except for such laws, regulations, orders or decrees, or pending or threatened litigation that in the aggregate could not reasonably be expected to result in a Material Adverse Effect. (d) All Fees, and all documentation and other information with respect Expenses as to which the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationhave received an invoice, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to case which are payable on or before the Amendment Effective Date by the Administrative Agent or such Lender;shall have been paid.

Amendment Effective Date. This Amendment and the amendments to the Existing Credit Agreement contained in Section 3 hereof shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Amendment Effective Date”Lenders): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (iia) the Administrative Agent and the Collateral Agent, (iiior its counsel) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness a counterpart signature page of this Amendment on duly executed by Holdings, the Amendment Effective Date)Borrowers, the Administrative Agent, each other Guarantor party hereto, each 2026 Incremental Revolving Credit Lender and the Consenting Lenders; (1b) the Administrative Agent (or its counsel) shall have received: i. either (x) a copy of the certificate or articles of incorporation, articles of association (statuts) or equivalent organizational document, including all accrued and unpaid interest on amendments thereto, of each Loan Party, certified as of a recent date by the Revolving Loans and Secretary of State of the Initial Term B Loans to, but not including, state of its organization (where relevant) or by the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees Luxembourg Companies Register with respect to the Luxembourg Loan Parties or (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent; and ii. a certificate of the secretary, an authorized representative, assistant secretary, director, or managing director (as applicable) of each Loan Party (other than any issued and outstanding Revolving Letters of Credit toLoan Party incorporated or formed in Hong Kong or Singapore), but not including, dated the Amendment Effective Date and certifying (3A) all accrued that (x) attached thereto is a true and unpaid Revolving Commitment Fees tocomplete copy of the certificate of incorporation (and, but not includingwhere applicable, certificate of change of name), by-laws, articles of association, constitution or operating, management, partnership or similar agreement of such Loan Party as in effect on the Amendment Effective DateDate or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, in each case, irrespective (B) that attached thereto is a true and complete copy of whether such accrued amounts are otherwise then due and payable resolutions duly adopted by the terms board of directors or managers, general meeting of the Credit Agreement; 4. the Administrative Agent shall have received a certificate shareholders or other equivalent governing body of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit such Loan Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment or any other document delivered in connection herewith on behalf of such Loan Party, as applicable, and that such resolutions have not been modified, rescinded or amended and are in full force and effect (and as applicable), (C) that any agreements relating hereto) to which it is a party and attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement of such Loan Party has not been amended (ii) in the case of the Borrowerarticles of incorporation of each such Loan Party, since the extension date of credit contemplated hereunderthe last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (bD) true as to the incumbency (where applicable) and complete copies of the Organizational Documents specimen signature of each Credit Party as officer or authorized signatory executing this Amendment or any other document delivered in connection herewith on behalf of the Amendment Effective Date and such Loan Party, (cE) good standing certificates, business registration certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party or registrars (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, its equivalent) for each Loan Party from the jurisdiction in which it is organized (as applicable in the relevant jurisdiction except for the Luxembourg Loan Parties and Irish Guarantors), each dated a recent date prior to the Amendment Effective Date; and (F) for Luxembourg Loan Parties: (i) an excerpt (extrait) from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one (1) Business Day prior to the Amendment Effective Date; and (ii) a certificate of non-registration of judicial decisions or of administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation), issued by the Luxembourg Insolvency Register in respect of the Luxembourg Loan Party no earlier than one (1) Business Day prior to the Amendment Effective Date certifying that, as of the date of the day immediately preceding such certificate, the Luxembourg Loan Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement, administrative dissolution without liquidation (dissolution administrative sans liquidation), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 to 12, 16 and 17 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time). (c) the Administrative Agent (or its counsel) shall have been paid received a customary opinion from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, as New York counsel for the Loan Parties, (ii) LOYENS & LOEFF LUXEMBOURG SARL, as Luxembourg counsel for the Loan Parties, and (iii) NautaDutilh Avocats Luxembourg S.à ▇.▇. as Luxembourg counsel to the Administrative Agent, in each case, addressed to the Administrative Agent and the 2026 Incremental Revolving Credit Lenders and dated the Amendment Effective Date; (d) the Administrative Agent shall have received a customary opinion from ▇▇▇▇▇▇▇ ▇▇▇ LLP, as Irish counsel for the Administrative Agent, addressed to the Administrative Agent and the 2026 Incremental Revolving Credit Lenders and dated the Amendment Effective Date; and (e) to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower invoiced at least three two (32) Business Days prior to the Amendment Effective Date; 7. , the Borrowers shall have paid (or caused to be paid) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment (including all Attorney Costs) in accordance with Section 10.04 of the Amended Credit Agreement. (f) The representations and warranties of each Loan Party set forth in Sections 5.01, 5.02, 5.03, and 5.04 of the Existing Credit Agreement (with the references to “Loan Document” or “Loan Documents” in Sections 5.01(b)(ii), 5.02, 5.03 and 5.04 of such representations and warranties to include this Amendment), as applicable to such Loan Party, shall have received be true and correct in all documentation material respects on and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to as of the Amendment Effective Date by with the Administrative Agent same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (g) Other than the Specified Defaults (as defined in the 2026 Limited Waiver), no Event of Default shall exist immediately prior to or such Lender;immediately after giving effect to this Amendment on the Amendment Effective Date.

Amendment Effective Date. This Amendment The obligations of the Lenders, the Issuing Bank and the Administrative Agent under this Agreement shall become effective as upon the satisfaction of the first date on which each of the conditions set forth in this Section H shall have been satisfied following conditions: (or waiveda) (such date, the “Amendment Effective Date”): 6 1. the The Administrative Agent shall have received duly executed counterparts hereof thata favorable written opinion dated as of the Amendment Effective Date of Mayer, when taken togetherBrown, bear ▇▇▇▇ & Maw LLP, special counsel for the signatures of Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, and Holdings, the Borrower and the Subsidiaries hereby request such counsel to deliver such opinion. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or other formation documents, including all amendments thereto, of each Credit Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Administrative Agent Secretary or Assistant Secretary of each Loan Party dated the Amendment Effective Date and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute certifying (A) that attached thereto is a true and complete copy of the Required Lenders (determined by-laws of such Loan Party as in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders effect on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (iiB) in the case of the Borrower, the extension of credit contemplated hereunder, (b) that attached thereto is a true and complete copies copy of resolutions duly adopted by the Board of Directors of the Organizational Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is a party, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each Credit Party officer of the Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary of the Borrower executing the certificate pursuant to (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6Section 4.01. (id) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the The Administrative Agent shall have received all documentation (i) this Agreement, executed and other information with respect delivered by a duly authorized officer of each of Holdings and the Borrower and (ii) an Affirmation and Consent to the Credit Parties that is requested Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each of Holdings, the Administrative Agent or a Lender Borrower and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;Subsidiary Guarantor.

Amendment Effective Date. SUBSEQUENT AMENDMENT FEES 2.1 This Amendment shall become effective as of June 30, 1996 (the first date "Amendment Effective Date"); provided, however, that this Amendment shall not be effective if the following conditions are not satisfied on which or before August 12, 1996: (i) the delivery by Merisel Canada of a Consent and Acknowledgement in the form of Annex A hereto; (ii) the delivery by the Borrowers and Merisel Parent to the Lenders (or to the Agent with sufficient originally executed copies, where appropriate, for each Lender) of (a) certified resolutions of their respective Board of Directors approving and authorizing the execution, delivery, and performance of this Amendment, (b) signature and incumbency certificates of the officers executing this Amendment, and (c) executed copies of this Amendment; (iii) all corporate and other proceedings required to be taken in connection with the transactions contemplated hereby shall have been taken; and (iv) the Borrowers shall have paid to each Lender that shall have executed and delivered to the Agent by 5:00 p.m. (Los Angeles time) on August 9, 1996 signature pages to this Amendment, an amendment fee in an amount equal to (x) the greater of (A) 0.10% and (B) the percentage applicable to any amendment fee that the holders of the Senior Notes may be paid in connection with the amendments similar to those effected by this Amendment multiplied by (y) such Lender's Commitment. 2.2 The Borrowers agree to promptly pay to each Lender that shall have executed and delivered subsequent to 5:00 p.m. (Los Angeles time) on August 9, 1996 and prior to 5:00 p.m. (Los Angeles time) on August 20, 1996 counterpart signature pages to this Amendment and the letter referred to in Section 7.02(a)(xi) -2- of the Amended Agreement (as amended by this Amendment) (the "Letter"), the amendment fee referred to in clause (iv) of Section 2.1 of this Amendment; provided however that if the Majority Lenders shall not have executed and delivered by 5:00 p.m. (Los Angeles time) on August 9, 1996, counterpart signature pages to this Amendment and the Letter or the conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness 2.1 of this Amendment have not been satisfied or waived on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans toor prior to August 9, but not including1996, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect Borrowers shall have no obligation to pay any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms amendment fees pursuant to this Section 2.2. Failure of the Credit Borrowers to comply with this provision shall constitute and Event of Default under the Amended Agreement; 4. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;

Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date on which each of the conditions set forth in this Section H shall have been satisfied (or waived) (such date, the “Amendment Effective Date”):) on which each of the following conditions shall have been satisfied: 6 1. (a) the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) a counterpart signature page of this Refinancing Amendment duly executed by each Credit Party, of the Borrower and each other Loan Party and (ii) the Administrative Agent Lender Addenda and the Collateral Agentcounterparts to this Refinancing Amendment, as applicable, executed and delivered by each Tranche B-3 Lender; (iii) each Stand-Alone L/C Issuer, (ivb) the Replacement Term Lender, representations and warranties in Section 4 above shall be true and correct; (vc) each New Revolving Lender, The Borrowers shall have prepaid (vi) each Revolving L/C Issuer and (vii) or to have been deemed to have prepaid after giving effect to the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (BTranche B-3 Loans) all the Initial Term B Lenders and Revolving Lenders outstanding Tranche B-2 Loans on the Amendment Effective Time and determined immediately after giving effect Date by paying the principal amount to be prepaid together with interest accrued thereon to the date of such prepayment. The Borrowers will pay to the Tranche B-2 Lenders any funding losses incurred pursuant to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms 2.13 of the Credit Agreement; 4. provided, however that notwithstanding anything herein or in the Credit Agreement to the contrary, each Borrower and each Lender party hereto agrees that any amounts payable to any Continuing Term Lender pursuant to Section 2.13 of the Credit Agreement are hereby waived. (d) The Administrative Agent shall have received received: (i) a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form secretary or assistant secretary of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, each Loan Party dated the Amendment Effective Date, certifying (aA) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the resolutions extent applicable) as of a recent date by the Secretary of State of the Authorizing Body state of its organization, (as defined thereinB) that attached thereto is a true and complete copy of each Credit resolutions duly adopted by the Board of Directors of such Loan Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) the Loan Documents to which it such person is a party and (ii) and, in the case of the BorrowerBorrowers, the extension borrowings contemplated hereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of credit contemplated hereunder, each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (b) true together with a certificate of another officer as to the incumbency and complete copies specimen signature of the Organizational Documents secretary or assistant secretary executing the certificate in this clause (i)); (ii) a certificate as to the good standing of each Credit Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and (iii) such other documents as the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, confirming compliance with the conditions precedent set forth in Sections 5(b) and (ck). (f) good standing certificates The Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) ▇▇▇▇▇▇ and ▇▇▇▇▇▇, British Virgin Islands counsel to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (orLoan Parties, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered form reasonably satisfactory to the Administrative Agent); 6. (ig) all fees The Administrative Agent shall have received a solvency certificate in the amounts previously agreed in writing form of Exhibit K to be received on the Credit Agreement, dated the Amendment Effective Date and signed by the chief financial officer of Holdings. (iih) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, The Arrangers and Administrative Agent shall have been paid to the extent due and, with respect to expenses (including reimbursable received all fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days other amounts due and payable on or prior to the Amendment Effective Date; 7. , including, to the Administrative Agent extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP), and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document. (i) The Tranche B-3 Lenders shall have received received, sufficiently in advance of the Amendment Effective Date, all documentation and other information with respect to the Credit Parties that is requested may be required by the Administrative Agent or a Lender and is required by regulatory authorities under Tranche B-3 Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and Act, including the Beneficial Ownership Regulation, information described in each case, Section 10.13 of the Credit Agreement. (j) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 of the Credit Agreement with respect to the extent reasonably requested in writing at least ten (10) Business Days prior Credit Extensions to be made on the Amendment Effective Date by the Tranche B-3 Lenders. (k) The conditions set forth in Sections 4.02(b) through 4.02(d) of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date with respect to the Credit Extensions to be made on the Amendment Effective Date by the Tranche B-3 Lenders. (l) The Borrowers shall have paid all fees due and payable on the Amendment Effective Date pursuant to the Engagement Letter dated as of March 24, 2013 by and among Holdings and ▇.▇. ▇▇▇▇▇▇ Securities LLC (as the same may be amended from time to time, the “Engagement Letter”), and all expenses due and payable pursuant to the Engagement Letter to the extent invoiced not less than one Business Day prior to the Amendment Effective Date. The Administrative Agent or shall notify the Borrowers and the Lenders of the Amendment Effective Date and such Lender;notice shall be conclusive and binding.

Amendment Effective Date. This Amendment The obligations of the Lenders to make Term Loans pursuant to the amendment and restatement of this Agreement in the form hereof shall not become effective as of until the first date on which each of the following conditions set forth in this Section H shall have been is satisfied (or waived) (such date, the “Amendment Effective Date”waived in accordance with Section 9.02): 6 1. (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the Amendment Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of the Amendment Agreement) that such party has signed a counterpart of the Amendment Agreement. (b) The Administrative Agent shall have received duly executed counterparts hereof thatsuch documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, when taken togetherexistence and, bear to the signatures extent applicable, good standing of (i) each Credit Partythe Loan Parties, (ii) the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date)its counsel. (1c) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the The Administrative Agent shall have received a certificate of the Borrowercertificate, dated the Amendment Effective DateDate and signed by the President, substantially a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02. (d) The Existing Restated Credit Agreement shall have been amended and restated as the form of Exhibit I Restated Credit Agreement. (e) The Administrative Agent shall have received all interest, fees and other amounts due and payable or accrued on or prior to the Amendment Effective Date under this Agreement or the Existing Parent Credit Agreement (with appropriate modifications Agreement, including, to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of extent invoiced at least one Business Day prior to the Amendment Effective Date; 5. , reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under this Agreement or any other Loan Document. (f) Each Tranche B Lender (as defined in the Existing Parent Credit Agreement) shall have received (or, substantially simultaneously with the funding of the Term Loans on the Amendment Effective Date, shall receive) payment in full of the principal of and interest accrued on each Tranche B Term Loan held by it and all other amounts owing to it or accrued for its account under the Existing Parent Credit Agreement, and all interest, fees and other amounts accrued or owing under each of the Existing Parent Credit Agreement and the Existing Restated Credit Agreement, including to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower thereunder, shall have been (or, substantially simultaneously with the funding of the Term Loans on the Amendment Effective Date, shall be) paid in full. (g) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the execution of this Agreement shall have been obtained. (h) The Administrative Agent shall have received a certificate of favorable written opinion (addressed to the Credit Parties, Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Davis Polk & Wardwell, certifying New York counsel for the Borrower and the Subsidiaries, substan▇▇▇▇▇▇ ▇▇ the ▇▇▇▇ ▇▇ Exhibit D-1, (aii) Jones, Walker, Waechter, Poitevant, Carrère & Denègre, L.L.P., U.S. counsel for the Borrower and the ▇▇▇▇▇▇▇▇ries, substantially in ▇▇▇ ▇▇▇m of Exhibit D-2, and (iii) local counsel in each jurisdiction where a copy of the resolutions of the Authorizing Body Subsidiary Guarantor, a Subsidiary Grantor (as defined thereinin the Collateral Agreement) of each Credit Party (or a duly authorized committee thereof) authorizing (i) Permitted Pledgee the execution, delivery and performance of this Amendment (and any agreements relating hereto) to Equity Interests in which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (are being pledged pursuant to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (orCollateral Agreement or any Foreign Pledge Agreement is organized, in the each case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered form and substance reasonably satisfactory to the Administrative Agent); 6. (i) all fees in The Collateral and Guarantee Requirement shall have been satisfied. The Loans made, the amounts previously agreed in writing to be received application of the proceeds thereof and the termination of existing Indebtedness under the Existing Parent Credit Agreement on the Amendment Effective Date and (ii) all expenses required shall be deemed to be paid have occurred as set forth in respect of this the Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, . The Administrative Agent shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to promptly notify the Borrower at least three (3) Business Days prior to and the Lenders of the Amendment Effective Date; 7. the Administrative Agent , and such notice shall have received all documentation be conclusive and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender;binding.

Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions set forth in this Section H shall have been satisfied (or waived) (such date, waived by the “Amendment Effective Date”Administrative Agent): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (ia) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4. the Administrative Agent shall have received a certificate counterpart signature page of this Amendment duly executed by Holdings, each Incremental Borrower and each Loan Party, the BorrowerAdministrative Agent and each New Term Lender; (b) the Administrative Agent (or its counsel) shall have received (i) an Officer’s Certificate of or on behalf of Holdings, each Incremental Borrower and each other Loan Party, dated the Amendment Effective Date, in substantially in the form of Exhibit I to delivered on the Credit Agreement (Closing Date, with appropriate modifications to reflect the nature insertions and attachments, including copies of the transactions contemplated hereunder), certifying that the conditions in Section H.8 and H.9 hereof have been satisfied as of the Amendment Effective Date; 5. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) Board of Directors and/or similar governing bodies of Holdings, each Credit Incremental Borrower and each Loan Party (or a duly authorized committee thereof) approving and authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) and, in the case of the BorrowerIncremental Borrowers, the extension borrowings hereunder and under the Credit Agreement, certified organizational authorizations (if required by applicable law or customary for market practice in the relevant jurisdiction), incumbency certifications, the certificate of credit contemplated hereunder, (b) true and complete copies of the incorporation or other similar Organizational Documents of Holdings, each Credit Incremental Borrower and each other Loan Party certified by the relevant authority of the jurisdiction of organization, registration or incorporation of Holdings, each Incremental Borrower and each other Loan Party (only where customary in the applicable jurisdiction) and bylaws or other similar Organizational Documents of Holdings, each Incremental Borrower and each other Loan Party certified by a Responsible Officer as of being in full force and effect on the Amendment Effective Date and Date, (cii) a good standing certificates certificate (to the extent such concept exists in the relevant jurisdictions) for Holdings, each Incremental Borrower and each other Loan Party from its jurisdiction of organization, registration or incorporation and (iii) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes relation to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later Lux Borrower, (1) an up-to-date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date electronic certified true and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 complete excerpt of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Companies Register dated no earlier than one Business Days Day prior to the Amendment Effective Date; 7. , (2) a solvency certificate dated as of the Administrative Agent shall have received all documentation Amendment Effective Date (signed by a director or authorized signatory) that it is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its director or, as far as it is aware, by any other information with respect Person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (3) an up-to-date electronic certified true and complete certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the Companies Register no earlier than one Business Day prior to the Credit Parties that is requested by Amendment Effective Date and reflecting the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, to the extent reasonably requested in writing at least ten (10) situation no more than two Business Days prior to the Amendment Effective Date certifying that, as of the date of the day immediately preceding such certificate, the Lux Borrower has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial liquidation (liquidation judiciaire) or the appointment of a temporary administrator (administrateur provisoire), such other proceedings listed at Article 13, items 2 to 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) and (4) an electronic certified copy of the resolution of its directors (or similar body) approving the Loan Documents to which it is a party and approving the execution, delivery and performance of, and authorizing named persons to sign the Loan Documents to which it is party and any documents to be delivered by it under any of the same; (c) the Administrative Agent shall have received the Security Documents set forth on Schedule 2 hereto executed and delivered by the Loan Parties party thereto; (d) the Administrative Agent (or such Lender;its counsel) shall have received a customary written opinion of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings and the Subsidiary Guarantors, (ii) Morris, Nichols, Arsht & T▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for Holdings and the Subsidiary Guarantors, (iii) Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP, in its capacity as English law counsel to the Administrative Agent and the New Term Lenders, (iv) Loyens & Loeff Luxembourg SARL, in its capacity as special Luxembourg counsel to the Lux Borrower and (v) NautaDutilh Avocats Luxembourg S.á.r.

Amendment Effective Date. This Amendment shall become effective as of the first date on which each of the conditions set forth in this Section H E shall have been satisfied (or waived) (such date, the “Amendment Effective Date”): 6 1. the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of of: (i) each Credit Party, (ii) the Administrative Agent and the Collateral Agent, (iii) each 2026-1 Additional Revolving Lender and each 2026-1 Additional Stand-Alone L/C Issuer and (iv) each Stand-Alone L/C Issuer, (iv) the Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and (vii) the other Lenders party to this Amendment, which collectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; ; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement; 4; 3. the Administrative Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder), certifying that the conditions in Section H.8 E.7 and H.9 E.8 hereof have been satisfied as of the Amendment Effective Date; 5; 4. the Administrative Agent shall have received a certificate of the Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit increase in commitments contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date and (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6.; 5. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7; 6. the Administrative Agent shall have received all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, not later than the date that is three (3) Business Days prior to the Amendment Effective Date to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent or such Lender; 7. the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects on the applicable date); 8. no event has occurred and is continuing or would result from the consummation of the proposed transactions contemplated hereby that would constitute an Event of Default; 9. the Administrative Agent shall have received the executed customary legal opinions of (a) White & Case LLP, New York counsel to the Credit Parties and (b) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, P.C., Pennsylvania counsel to the Credit Parties; 10. on the Amendment Effective Date, the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit E to the Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated hereunder); and 11. the Cornerstone Acquisition shall be consummated substantially concurrently with the effectiveness of this Amendment in all material respects in accordance with the Cornerstone Acquisition Agreement. For purposes of determining compliance with the conditions specified in this Section E, by signing this Amendment, each Lender and L/C Issuer party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with or waived (as applicable), each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender and L/C Issuer unless the Borrower and the Administrative Agent shall have received notice from such Lender and L/C Issuer prior to the Amendment Effective Date specifying its objection thereto.