Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, executed by each Agent, the Issuing Bank and each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other electronic imaging) that such Person has signed a counterpart of the Guarantee Agreement. (c) The Administrative Agent and the Arrangers shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇▇ Day, Vice Presidentand, General Counsel and Secretary of to the Companyextent not covered by the foregoing, counsel reasonably acceptable to the Arrangers in each other jurisdiction where any Subsidiary Guarantor is organized, in a each case in form and substance reasonably satisfactory to the Administrative Agent and (ii) J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;Arrangers. (cd) The Administrative Agent and the Arrangers shall have received such customary documents and certificates as the Administrative Agent and the Arrangers may reasonably request relating to the organization, existence and good standing of the CompanyLoan Parties, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of each Loan Party and any other legal matters relating to the CompanyLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;Agent and the Arrangers. (de) The Administrative Agent and the Arrangers shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company each Loan Party set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (ef) The Administrative Agent and each Lender (and its Affiliates) the Arrangers shall have received a solvency certificate from the chief financial officer of the Company in the form of Exhibit I demonstrating solvency (on a consolidated basis) of the Company and the Subsidiaries as of the Effective Date after giving effect to the Transactions that are to occur on such date. (g) The Administrative Agent and the Arrangers shall have received, at least two Business Days prior to the Effective Date, (i) all documentation and other information regarding each Loan Party required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent reasonably requested at least 10 Business Days prior to the Effective Date, and (ii) to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Loan Party. (h) All costs, expenses (including reasonable and documented legal fees and other amounts due expenses) and fees contemplated by the Loan Documents (or separately agreed by the Company with any of the Arrangers or the Administrative Agent) to be reimbursable or payable to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, includingin each case, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed paid on or paid prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. (i) The Existing Credit Agreement Refinancing shall have been consummated (or substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be consummated), and the Administrative Agent and the Arrangers shall have received customary payoff documentation in respect thereof. (j) The conditions set forth in Section 4.04 in respect of WABTEC UA shall have been satisfied (or waived in accordance with Section 10.02). (k) Each Guarantee of any Indebtedness outstanding under the 2013 Note Indenture by any Subsidiary that shall not be a Subsidiary Guarantor on the Effective Date shall have been (or substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be) released and discharged, and the Administrative Agent and the Arrangers shall have received customary evidence thereof. The Administrative Agent shall notify the Company hereunderand the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the first date on which each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.02(the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received at least one an executed counterpart of this Agreement hereto from (i) the CompanyBorrower, (ii) each Agent, the Issuing Bank other Loan Party and (iii) each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;. (b) The Administrative Agent shall have received a favorable Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Bank Banks and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, Vice President, General Counsel and Secretary of special Korean counsel for the Company, in a form reasonably satisfactory to the Administrative Agent Loan Parties and (iiiii) JRajah, ▇▇▇▇ DaySingapore LLP, special Singapore counsel for the Loan Parties, in a each case in form and substance reasonably satisfactory to the Administrative Agent;. (cd) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and certificates governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of the Company, the each Loan Party and authorization of the Transactionstransactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the incumbency secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the persons executing this Agreement officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on behalf of the Company, all in form Effective Date and substance satisfactory the other documents to be delivered hereunder on the Administrative Agent;Effective Date. (df) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Company, Borrower confirming as the accuracy of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such date results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) no Default to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has occurred and is continuing; andrequested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (ei) The Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and each Lender (the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, includingincluding (i) upfront fees, payable to the extent invoicedAdministrative Agent for the account of each Lender, reimbursement or payment in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all out-of-pocket expenses required to be reimbursed or paid by attorney costs of the Company hereunderAdministrative Agent.

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the first date on which each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.02(the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received at least one an executed counterpart of this Agreement hereto from (i) the CompanyBorrower, (ii) each Agent, the Issuing Bank other Loan Party and (iii) each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;. (b) The Administrative Agent shall have received a favorable Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Bank Banks and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, Vice President, General Counsel and Secretary of special Korean counsel for the Company, in a form reasonably satisfactory to the Administrative Agent Loan Parties and (iiiii) J▇▇▇▇▇, ▇▇▇▇ DaySingapore LLP, special Singapore counsel for the Loan Parties, in a each case in form and substance reasonably satisfactory to the Administrative Agent;. (cd) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and certificates governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of the Company, the each Loan Party and authorization of the Transactionstransactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the incumbency secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the persons executing this Agreement officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on behalf of the Company, all in form Effective Date and substance satisfactory the other documents to be delivered hereunder on the Administrative Agent;Effective Date. (df) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Company, Borrower confirming as the accuracy of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such date results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) no Default to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has occurred and is continuing; andrequested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (ei) The Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and each Lender (the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, includingincluding (i) upfront fees, payable to the extent invoicedAdministrative Agent for the account of each Lender, reimbursement or payment in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all out-of-pocket expenses required to be reimbursed or paid by attorney costs of the Company hereunderAdministrative Agent.

Conditions to Effective Date. The obligations effectiveness of the Lenders terms and conditions hereunder is subject to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one executed counterpart Agent’s receipt of this Agreement from the Companyfollowing, each Agentof which shall be originals or facsimiles or electronic pdfs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Issuing Bank signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance satisfactory to the Administrative Agent shall have been made for and each of the delivery Lenders: (i) executed counterparts of additional executed counterpartsthis Agreement and the Guaranty, sufficient in number for distribution to the AgentsAdministrative Agent, each Lender and the Issuing BankBorrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iv) a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Agreement and the Guaranty to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Borrower as of the Effective Date certifying (A) that the conditions specified in Sections 4.03(a) through (c) have been satisfied or waived (which such waiver must be in writing), (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) that neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (D) that the Borrower has disclosed to the Administrative Agent and the Lenders all matters known to any Responsible Officer that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (vii) all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Terrorism Laws; (viii) the CompanyRevolving Loan Facility being executed concurrently with the Effective Date and each Guarantee of the Revolving Loan Facility; and (ix) such other assurances, together with all Exhibits thereto;certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company Borrower contained in Article V or any other Loan Document (other than the representation and warranty set forth in Article III of this Agreement Section 5.05(c)), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, except to the extent invoicedthat such representations and warranties specifically refer to an earlier date, reimbursement in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (c) No Default shall exist, or payment would result immediately following the occurrence of the Effective Date and the transactions contemplated hereunder. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all out-of-pocket expenses required reasonable and invoiced fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such invoiced fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be reimbursed incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent in accordance with the terms of this Agreement). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.03, each Lender that has signed this Agreement shall be deemed to have consented to, approved or paid accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Company hereunderAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effective Date. The obligations obligation of the Lenders Lender to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Term Loan hereunder shall not become effective until the date on which each of the following conditions are is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent Lender (or its counsel) shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery Lender (which may include electronic transmission of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent Lender shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders Lender and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇ ▇▇▇▇▇, Esq., Senior Vice President, President and General Counsel and Secretary of the CompanyBorrower, in a form and substance reasonably satisfactory to the Administrative Agent Lender, and (ii) J▇▇▇▇ Day, in a form reasonably satisfactory covering such other matters relating to the Administrative Agent;Borrower, this Agreement or the Transactions as the Lender shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent Lender shall have received the Note signed on behalf of the Borrower. (d) The Lender shall have received such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the CompanyBorrower, the authorization of the TransactionsTransactions and any other legal matters relating to the Borrower, the incumbency of Loan Documents or the persons executing this Agreement on behalf of the CompanyTransactions, all in form and substance satisfactory to the Administrative Agent;Lender and its counsel. (de) Receipt and satisfactory review by the Lender of such financial information including audited financial statements for fiscal years ended 2024, 2023 and 2022, financial statements for the nine months ended September 30, 2025, and financial information, regarding the Borrower and its Subsidiaries, as the Lender may reasonably request. (f) The Administrative Agent Lender shall have received a certificate, dated the Effective Date and signed by the PresidentChief Executive Officer and General Manager, a Vice President or a Financial Officer of the CompanyBorrower, confirming as of the Effective Date, that (i) the representations and warranties of the Company Borrower set forth in Article III of this Agreement are shall be true and correct in all material respects on and as of such date the Effective Date and (ii) no Default has shall have occurred and is be continuing; and. (eg) The Administrative Agent absence of any action, suit, investigation or proceeding pending or, to the knowledge of a senior officer of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to result in a Material Adverse Change. (h) The absence of any material adverse change since December 31, 2024, in the condition, financial condition, business, assets, liabilities (actual and each Lender (contingent) or operations of the Borrower and its AffiliatesSignificant Subsidiaries, taken as whole. (i) The Borrower shall be in compliance with all existing material financial obligations and all obligations under each Wholesale Power Contract. (j) If requested by the Lender, receipt by the Lender of copies of the Wholesale Power Contracts, each of which shall be certified by the Borrower to be true and complete and in full force and effect. (k) The Lender shall have received a copy of ▇▇▇▇▇▇▇▇’s investment policy. (l) The Borrower shall have paid all fees and other amounts due and payable reimbursed all expenses as the Borrower shall have agreed to pay to the Lender on or prior to the Effective Date in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder. (m) The Lender shall have received all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (n) The Lender shall have completed and be reasonably satisfied with such due diligence as the Lender decide to conduct. (o) The execution, delivery and performance by the Borrower of the Loan Documents (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the organizational documents of the Borrower or any order of any Governmental Authority, and (iii) will not result in the creation or imposition of any Lien on any asset of the Borrower (other than Liens permitted under Section 6.02). (p) At least two days prior to the Effective Date, includingif the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the extent invoicedLender a Beneficial Ownership Certification in relation to the Borrower. The Lender shall notify the Borrower of the Effective Date, reimbursement and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lender to make the Term Loan hereunder shall not become effective unless each of the foregoing conditions is satisfied (or payment waived pursuant to Section 9.02) at or prior to 1:00 p.m. (New York City time) on the Effective Date (and, in the event such conditions are not so satisfied or waived, the obligation of all out-of-pocket expenses required the Lender to be reimbursed or paid by make the Company hereunderTerm Loan shall terminate at such time).

Conditions to Effective Date. The obligations Commitments of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company each Lender hereunder shall not become effective until and the date on which each Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companyfollowing, each Agentof which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Issuing Bank Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance satisfactory to the Administrative Agent shall have been made for the delivery Agent: (i) executed counterparts of additional executed counterparts, sufficient in number for distribution to the Agentsthis Agreement, the Issuing BankFee and Syndication Letter, the Lenders Security Agreement, the Pledge Agreement, and the Company, together with all Exhibits theretoSubsidiary Guaranty; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) J▇▇▇▇ Day, Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a draft Offer Press Release or Scheme Press Release (as applicable) in form and substance reasonably satisfactory to the Administrative Agent; (civ) The Administrative Agent shall have received documents favorable opinions of (x) H▇▇▇▇ ▇▇▇▇▇▇▇ LLP and certificates relating (y) in-house counsel to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (dv) The Administrative Agent shall have received (x) a certificatecertificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, dated to the Effective Date and signed extent applicable, as of a recent date by the President, a Vice President or a Financial Officer Secretary of State of the Companyjurisdiction of its incorporation, confirming as of the Effective Date, that (iB) the representations resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and warranties of the Company set forth in Article III performance of this Agreement are true and correct the other Loan Documents (including in all material respects on respect of the Borrower, the borrowing of the Loans hereunder), and as of such date the Transactions and (iiC) no Default has occurred an incumbency certificate certifying the names and is continuingtrue signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (evi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and each Lender (and its Affiliates) the Arranger shall have received all fees required to be paid under this Agreement and other amounts due the Fee and payable Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, including, and all expenses (or arrangements with respect to the extent invoicedpayment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), reimbursement or payment of at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received at least five (5) Business Days prior to the Effective Date (i) all out-of-pocket expenses required to be reimbursed or paid documentation and other information requested by the Company hereunderAdministrative Agent or such Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent and the Lenders irrevocably confirm that the Effective Date has occurred on the date of this Agreement.

Conditions to Effective Date. The obligations of the Lenders to make Revolving Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the each Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing BankBanks, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Banks and the Lenders and dated the Effective Date) of (i) L.J. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President▇▇, General Counsel and Secretary of general counsel to the Company, substantially in a the form reasonably satisfactory to the Administrative Agent and (ii) J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agentof Exhibit C; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company and any other legal matters relating to the Company, this Agreement or the Transactions reasonably requested by the Administrative Agent or the Lenders, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance as of the Effective Date, that (i) Date with the representations and warranties of the Company conditions set forth in Article III of this Agreement are true and correct in all material respects on and as of such date paragraphs (a) and (iib) no Default has occurred and is continuing; andof Section 4.02; (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.; (f) The Commitments under the Existing Credit Agreement shall have been terminated, all principal, interest, fees and other amounts outstanding, accrued or otherwise owing thereunder shall have been paid and all letters of credit outstanding thereunder shall have expired or been terminated or shall be Existing Letters of Credit;

Conditions to Effective Date. The obligations Commitments of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company each Lender hereunder shall not become effective until and the date on which each Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Companyfollowing, each Agentof which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Issuing Bank Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Lender, in form and arrangements substance satisfactory to the Administrative Agent shall have been made for the delivery Agent: (i) executed counterparts of additional executed counterparts, sufficient in number for distribution to the Agentsthis Agreement, the Issuing BankFee and Syndication Letter, the Lenders Security Agreement, the Pledge Agreement, and the Company, together with all Exhibits theretoSubsidiary Guaranty; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) J▇▇▇▇ Day, Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a draft Offer Press Release or Scheme Press Release (as applicable) in form and substance reasonably satisfactory to the Administrative Agent; (civ) The Administrative Agent shall have received documents favorable opinions of (x) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and certificates relating (y) in-house counsel to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (dv) The Administrative Agent shall have received (x) a certificatecertificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, dated to the Effective Date and signed extent applicable, as of a recent date by the President, a Vice President or a Financial Officer Secretary of State of the Companyjurisdiction of its incorporation, confirming as of the Effective Date, that (iB) the representations resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and warranties of the Company set forth in Article III performance of this Agreement are true and correct the other Loan Documents (including in all material respects on respect of the Borrower, the borrowing of the Loans hereunder), and as of such date the Transactions and (iiC) no Default has occurred an incumbency certificate certifying the names and is continuingtrue signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (evi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and each Lender (and its Affiliates) the Arranger shall have received all fees required to be paid under this Agreement and other amounts due the Fee and payable Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, including, and all expenses (or arrangements with respect to the extent invoicedpayment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), reimbursement or payment of at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received at least five (5) Business Days prior to the Effective Date (i) all out-of-pocket expenses required to be reimbursed or paid documentation and other information requested by the Company hereunderAdministrative Agent or such Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent and the Lenders irrevocably confirm that the Effective Date has occurred on the date of this Agreement.

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include a facsimile transmission) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Agent and the Lenders and dated the Effective Date) of (i) L.▇. K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, Vice Presidentcounsel for the Loan Parties, General Counsel addressing corporate authority matters and Secretary of other matters as the CompanyAdministrative Agent shall reasonably request, each such opinion to be in a form form, scope and substance reasonably satisfactory to the Administrative Agent and (ii) J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;Lenders. (c) The Administrative Agent shall have received as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of the Company, such Loan Party and the authorization of the Loan Documents or the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;. (da) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (b) at the time of and immediately after giving effect to the Transactions to occur on the Effective Date, no Event of Default shall have occurred and be continuing. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer chief financial officer of the CompanyParent Borrower, confirming as of compliance with the Effective Date, that (i) the representations and warranties of the Company conditions set forth in Article III paragraph (d) of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderSection.

Conditions to Effective Date. The obligations This Agreement shall become effective as of the Lenders to make Loans to the Company and Effective Date when all of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived set forth in accordance with this Section 9.02):7 have been satisfied. (a) The Administrative Agent shall have received at least one executed counterpart or more counterparts of this Agreement from Agreement, duly executed and delivered by the Company, each AgentBorrower, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders Guarantors and the Company, together with all Exhibits thereto;requisite Lenders. (b) The Administrative Agent shall have received a favorable written opinion for its own account, or for the account of each Lender, as the case may be (addressed i) all fees, costs and expenses due and payable pursuant to Section 3.05 of the Administrative AgentCredit Agreement, the Issuing Bank if any, and the Lenders and dated (ii) if then invoiced at least one (1) Business Day prior to the Effective Date, any amounts payable pursuant to Section 12.03 of the Credit Agreement. (c) of (i) L.All fees and expenses due and owing to the Financial Advisor, ▇. ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory ▇ invoiced at least one (1) Business Day prior to the Administrative Agent and (ii) J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent Effective Date shall have received documents and certificates relating to been paid or reimbursed by the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent;Borrower. (d) The representations and warranties in Section 9 below are true and correct in all material respects. (e) The Administrative Agent shall have received a certificatecertificate dated as of the date hereof, dated the Effective Date and signed duly executed by the President, a Vice President or a Financial Responsible Officer of the CompanyBorrower, confirming certifying as of to the Effective Date, that matters described in item (id) above and such other matters as the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andAdministrative Agent shall reasonably request. (ef) [Reserved]. (g) [Reserved]. (h) The Administrative Agent and each Lender (and its Affiliates) the Financial Advisor shall have received all fees a report dated as of April 30, 2015, in the form of Annex I hereto of the Borrower’s and its Subsidiaries’ accounts payable and payments. (i) The Administrative Agent and the Financial Advisor shall have received a cash flow forecast of the Borrower and its Subsidiaries for the period of thirteen weeks, commencing May 14, 2015, in form satisfactory to the Administrative Agent and the Financial Advisor. (j) All legal matters and other amounts due diligence in connection with this Agreement and payable on or prior the other Loan Documents and the assets and properties of the Loan Parties and their respective Subsidiaries shall be satisfactory to the Effective DateAdministrative Agent, including▇▇▇▇ ▇▇▇▇▇ and the Financial Advisor, and there shall have been furnished to the extent invoicedAdministrative Agent, reimbursement or payment of all out-of-pocket expenses required ▇▇▇▇ ▇▇▇▇▇, and the Financial Advisor at the Borrower’s expense, such agreements and other documents, information and records with respect to be reimbursed or paid by the Company hereunderLoan Parties and their respective Subsidiaries in form, substance, scope and methodology satisfactory to the Administrative Agent, ▇▇▇▇ ▇▇▇▇▇ and the Financial Advisor in their sole discretion, as the Administrative Agent, ▇▇▇▇ ▇▇▇▇▇ and the Financial Advisor may reasonably have requested for that purpose.

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, executed by each Agent, the Issuing Bank and each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the Loan Parties, (ii) ▇▇▇▇▇▇ ▇▇▇, in its capacity as Irish counsel to the Loan Parties, (iii) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory its capacity as Swedish counsel to the Administrative Agent Loan Parties, and (iiiv) J▇▇▇▇▇ Day▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, in a its capacity as special English counsel to the Administrative Agent, in each case, 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 may reasonably request relating to the organization, incorporation, existence and and, to the extent applicable in the relevant jurisdiction, good standing of the Companyeach Loan Party, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of each Loan Party and any other legal matters relating to each Loan Party, the CompanyLoan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;. (d) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial an Authorized Officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default or Event of Default has occurred and is continuing; and. (ef) The Administrative Agent and each Lender (and its Affiliates) Lenders shall have received all fees and other amounts due and payable on or received, (i) at least three Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested in writing by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, substantially in a the form reasonably satisfactory to the Administrative Agent of Exhibit E-1 and (iii) J▇▇▇▇ Day, substantially in a the form reasonably satisfactory to the Administrative Agentof Exhibit E-2; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

Conditions to Effective Date. The obligations of the Lenders to make Loans each Bank under this Agreement are subject to the Company and satisfaction of the Issuing Bank to issue conditions set forth in Section 3.02 and receipt by the Letter of Credit for the account of the Company shall not become effective until the date on which each Administrative Agent of the following conditions are satisfied (or waived in accordance with Section 9.02sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent): (a) The Administrative Agent shall have received at least one executed counterpart a written letter agreement evidencing the termination of this the Fifth Amended and Restated Credit Agreement from the Companydated as of November 23, each Agent1999 among Mohawk Industries, the Issuing Bank and each LenderInc., SunTrust Bank, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Wachovia Bank, the Lenders National Association, and the Company, together with all Exhibits any other lenders party thereto; (b) The Administrative Agent shall have received from each of the parties hereto a favorable written duly executed counterpart of this Agreement; (c) a duly executed Note by the Borrower for the account of each Bank complying with the provisions of Section 2.04; (d) an opinion of ▇▇▇▇▇▇ & Bird LLP, counsel for the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B; (addressed e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion; (f) a certificate, dated as of the Effective Date, signed by a principal financial officer of the Borrower, certifying (i) that no Default has occurred and is continuing on the Effective Date, (ii) that the representations and warranties of the Borrower contained in Article IV are true on and as of the Effective Date, and (iii) in detail satisfactory to the Administrative Agent, the Issuing Bank and the Lenders and dated amount of all outstanding Debt as of the Effective Date; (g) of (i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to all documents which the Administrative Agent and (ii) J▇▇▇▇ Day, in a form or any Bank may reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates request relating to the organization, existence and good standing of the CompanyBorrower, the authorization corporate authority for and the validity of the TransactionsLoan Documents to which the Borrower is a party, the incumbency of the persons executing this Agreement on behalf of the Companyand any other matters relevant thereto, all in form and substance satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received , including, without limitation, a certificatecertificate of incumbency of the Borrower, dated the Effective Date and signed by the President, a Vice President Secretary or a Financial Officer an Assistant Secretary of the CompanyBorrower, confirming certifying as to the names, true signatures and incumbency of the Effective Dateofficer or officers of the Borrower, that authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the Borrower: (i) the representations and warranties its Certificate of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and Incorporation, (ii) no Default has occurred and is continuing; and its Bylaws, (eiii) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior a certificate of the Secretary of State of the State of Delaware as to the Effective Dategood standing of the Borrower as a Delaware corporation, includingand (iv) the action taken by its Board of Directors (or a duly authorized committee thereof) authorizing its execution, delivery and performance of the Loan Documents to the extent invoicedwhich it is a party; and (h) a Notice of Borrowing, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderif necessary.