Common use of Conditions to Effectiveness of Agreement Clause in Contracts

Conditions to Effectiveness of Agreement. The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Amendment Effective Date”): (a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each Guarantor, (B) each Initial Revolving Credit Lender, (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline Lender. (b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, as applicable, (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party 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), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or comparable authority). (d) The Administrative Agent shall have received a certificate from a financial officer of the Company substantially in the form of Exhibit D to the Existing Credit Agreement, to the effect that, immediately before and after giving effect to the transactions contemplated hereby, the Company and its Subsidiaries, taken as a whole, are Solvent. (e) The Administrative Agent shall have received the executed customary legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Company. (f) The representations and warranties made in this Agreement shall be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company. (g) The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the Arrangers and (B) invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days prior to the Second Amendment Effective Date. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Loans outstanding on the Second Amendment Effective Date through but excluding the Second Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, as applicable), in each case, which shall not be refundable once paid. (i) To the extent requested at least five Business Days prior to the Second Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Amendment Effective Date. The Administrative Agent shall notify the Company and the Initial Revolving Credit Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The amendment Agreement shall not become effective until Agent shall have received all of the Existing Credit Agreement following, at Agent's office in Dallas, Texas, duly executed and associated provisions set forth herein shall become effective as of the first delivered and in form, substance and date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Amendment Effective Date”):satisfactory to Agent: (a) The Administrative Agent shall have received duly executed counterparts of this This Agreement from (A) the Company and each Guarantor, (B) each Initial Revolving Credit Lender, (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline Lenderany other documents that Lenders are to execute in connection herewith. (b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative Each Note. (c) Each additional Security Document listed on Schedule 2. (d) Certain certificates of each Loan Party certifying as to Borrower including: (i) An "Omnibus Certificate" of the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the board Board of directors (or equivalent governing body) Directors of each such Loan Party Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution, delivery and performance execution of this Agreement, as applicableAgreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (ii2) the accuracy and completeness of copies a copy of the certificate or articles charter documents of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party Borrower and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party 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), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary appropriate official of State Borrower's state of organization, and (or comparable authority3) a copy of any bylaws of Borrower; and (ii) A "Compliance Certificate" of the jurisdiction Chairman of its organization the Board or President and (y) a certificate as of the chief financial officer of Borrower, of even date with such Loan, in which such officers certify to the good standing satisfaction of each Loan Party as of a recent datethe conditions set out in subsections (a), from such Secretary of State (or comparable authorityb). , (c) and (d) The Administrative Agent shall have received a certificate from a financial officer of the Company substantially in the form of Exhibit D to the Existing Credit Agreement, to the effect that, immediately before and after giving effect to the transactions contemplated hereby, the Company and its Subsidiaries, taken as a whole, are SolventSection 4.2. (e) The Administrative Agent shall have received A certificate (or certificates) of the executed customary due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (f) Documents similar to those specified in subsections (d)(i) and (e) of this section with respect to each Guarantor and the execution by it of the Loan Documents to which it is a party. (g) A legal opinion of Glast, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to for Restricted Persons, containing the Company. (f) The representations and warranties made opinions set forth in this Agreement shall be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company. (g) The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the Arrangers and (B) invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days prior to the Second Amendment Effective Date.Exhibit F. (h) The Company shall have Payment of all commitment, agency, legal and other fees required to be paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal any Lender pursuant to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Loans outstanding on the Second Amendment Effective Date through but excluding the Second Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, as applicable), in each case, which shall not be refundable once paidany Loan Documents or any commitment agreement heretofore entered into. (i) To the extent requested at least five Business Days prior to the Second Amendment Effective DateThe unaudited quarterly Consolidated financial statements of Parent dated as of September 30, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Amendment Effective Date. The Administrative Agent shall notify the Company and the Initial Revolving Credit Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Amendment Effective Date specifying its objection thereto2001.

Conditions to Effectiveness of Agreement. The obligations of each Term 2 Lender to make the Term 2 Advance and the amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Fourth Amendment Effective Date”): (a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each GuarantorLoan Parties, (B) each Initial Revolving Credit Lender, the Term 2 Lenders and (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline Lender. (b) The Sequoia Acquisition shall be consummated substantially contemporaneously with the initial funding under the Term 2 Facility in accordance with the terms described in the Equity Purchase Agreement, dated as of June 3, 2021 (the “Acquisition Agreement”), by and between ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Seller”), ▇▇▇▇▇▇▇▇ and Associates, LLC, and the Borrower. The (i) representations and warranties made by or on behalf of the Seller in the Acquisition Agreement as are material to the interests of the Term 2 Lenders or the Arranger (in their capacities as such), but only to the extent that the Borrower (or any of its affiliates) has the right to terminate its obligations (or to refuse to consummate the Sequoia Acquisition) under the Acquisition Agreement as a result of a breach of any of such representations and warranties, shall be true and correct and (ii) Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality). The Administrative Agent shall have received a customary closing certificate certificate, dated the Fourth Amendment Effective Date from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, as applicable, (ii) the accuracy and completeness of copies Financial Officer of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party 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), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan PartyBorrower certifying compliance with this Section 3(b). (c) The Administrative Agent shall have received on or before the Fourth Amendment Effective Date the following, in form and substance satisfactory to the Administrative Agent and (xexcept for any Term 2 Notes) certified in sufficient copies for each Term 2 Lender: (i) A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Fourth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Fourth Amendment Effective Date and at all times since the date of the resolutions described in the immediately following clause (B), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents delivered on or about the Fourth Amendment Effective Date to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Term 2 Facility, 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 comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) immediately below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above. (iii) Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Fourth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authorityentity) of the jurisdiction of its organization organization, and (y) a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable authorityentity). (iv) A favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Borrower and the other Loan Parties, dated as of the Fourth Amendment Effective Date, addressed to the Administrative Agent, the Collateral Agent and the Term 2 Lenders in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion. (v) Any Term 2 Notes, to the extent requested at least three Business Days prior to the Fourth Amendment Effective Date by the respective Term 2 Lender pursuant to Section 2.16 of the Amended Credit Agreement. (d) The the Administrative Agent shall have received a certificate from a financial officer Notice of Borrowing with respect to the Term 2 Advance to be made on the Fourth Amendment Effective Date setting forth the information specified in Section 2.02(a) of the Company substantially in the form of Exhibit D to the Existing Amended Credit Agreement, to the effect that, immediately before and after giving effect to the transactions contemplated hereby, the Company and its Subsidiaries, taken as a whole, are Solvent. (e) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the executed customary legal opinion Borrower in the form of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel Exhibit H to the CompanyAmended Credit Agreement. (f) The representations and warranties made in this Agreement shall All fees required to be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company. (g) The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Amendment Effective Date pursuant to this Agreement Borrower hereunder or as separately agreed by the Company Borrower and certain of the Arrangers Arranger or the Term 2 Lenders and (B) all invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers Arranger relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated herebyArranger), and to the extent invoiced 2 business days prior to the Second Amendment Effective Date. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Loans outstanding on the Second Amendment Effective Date through but excluding the Second Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, as applicable), in each case, which shall not be refundable once case been paid. (ig) To the extent requested The Arranger shall have received, at least five three Business Days prior to the Second Fourth Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-know your customer” and ”, anti-money laundering rules and regulations, including, without limitation, the Patriot PATRIOT Act, and (ii) the Borrower shall deliver a Beneficial Ownership Certification certification substantially similar in relation form and substance to the Company that qualifies as a “legal entity customer” under the form of Certification Regarding Beneficial Ownership RegulationOwners of Legal Entity Customers published jointly, in each caseMay 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, that such Arranger has requested at least 2 ten Business Days prior to the Second Fourth Amendment Effective Date. (h) The Security and Guarantee Documents shall be in full force and effect on the Fourth Amendment Effective Date. The Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security and Guarantee Document. Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3(h) above to be satisfied as of the Fourth Amendment Effective Date (other than Collateral in which a security interest therein may be perfected by (A) the filing of a Uniform Commercial Code financing statement, (B) taking delivery and possession of stock (or other equity interest) certificates and related stock powers executed in blank (other than in respect of any Excluded Subsidiary) of the Loan Parties or any subsidiary of the Loan Parties organized outside of the United States) or (C) the filing of a short form security agreement with the United States Patent and Trademark Office or the United States Copyright Office), such conditions shall not be a condition precedent to the funding of the Term 2 Advance on the Fourth Amendment Effective Date, but shall be accomplished as promptly as practicable after the Fourth Amendment Effective Date and in any event within 30 days or such later date as the Administrative Agent may agree to in its sole discretion. The Administrative Agent shall notify the Company Borrower, the Revolving Credit Lenders, the Term Advance Lenders, the Tranche B Lenders, Tranche B2 Lenders and the Initial Revolving Credit Term 2 Lenders of the Second Fourth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Fourth Amendment Effective Date”): (a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each Guarantor, (B) each Initial Revolving Credit the Continuing Term Loan Lenders (which shall collectively constitute the Required Lenders) and the New Term Loan Lender, and (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline Lender. (b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, as applicable, (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party 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), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Fourth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or comparable authority). (d) The Administrative Agent shall have received a certificate from a financial officer of the Company substantially in the form of Exhibit D to the Existing Credit Agreement, to the effect that, immediately before and after giving effect to the transactions contemplated hereby, the Company and its Subsidiaries, taken as a whole, are Solvent. (e) The Administrative Agent shall have received the executed customary legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Company. (f) The representations and warranties made in this Agreement shall be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company. (g) The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Fourth Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the Arrangers and (B) invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days prior to the Second Fourth Amendment Effective Date. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in Agent immediately available funds in Dollars: (i) an amendment fee aggregate amount equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Existing Term Loans outstanding on the Second Amendment Effective Date through but excluding the Second Fourth Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable pursuant to Section 2 hereof and under the Existing Credit Agreement, as applicable), . The New Term Loan Lender shall have paid to the Administrative Agent immediately available funds in each case, which shall not be refundable once paidan aggregate amount equal to the Initial Term Loan Purchase Price to the applicable assignors pursuant to Sections 2(a)(ii) hereof. (i) To the extent requested at least five Business Days prior to the Second Fourth Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Fourth Amendment Effective Date. The Administrative Agent shall notify the Company Company, the Existing Term Loan Lenders, and the Initial Revolving Credit Lenders New Term Loan Lender of the Second Fourth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Fourth Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Fifth Amendment Effective Date”): (a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each Guarantor, (B) each Initial Revolving Credit Lender, (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline Lender. (b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, as applicable, (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party 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), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Fifth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or comparable authority). (d) The Administrative Agent shall have received a certificate from a financial officer of the Company substantially in the form of Exhibit D to the Existing Credit Agreement, to the effect that, immediately before and after giving effect to the transactions contemplated hereby, the Company and its Subsidiaries, taken as a whole, are Solvent. (e) The Administrative Agent shall have received the executed customary legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Company. (f) The representations and warranties made in this Agreement shall be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company. (g) The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Fifth Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the Arrangers Administrative Agent and (B) invoiced (with reasonable details) out of out-of-pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days two (2) Business Days prior to the Second Fifth Amendment Effective Date. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal to 0.0750.065% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Fifth Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Credit Loans and Revolving Credit Commitments, in each case, outstanding on the Second Fifth Amendment Effective Date through but excluding the Second Fifth Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, as applicable), in each case, which shall not be refundable once paid. (i) To the extent requested at least five Business Days prior to the Second Fifth Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 two (2) Business Days prior to the Second Fifth Amendment Effective Date. The Administrative Agent shall notify the Company and the Initial Revolving Credit Lenders of the Second Fifth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Fifth Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Sixth Amendment Effective Date”): (a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each Guarantor, (B) each Initial Revolving Credit the Continuing Term Loan Lenders (which shall collectively constitute the Required Lenders) and the New Term Loan Lender, and (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline Lender. (b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, as applicable, (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party 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), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Sixth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or comparable authority). (d) The Administrative Agent shall have received a certificate from a financial officer of the Company substantially in the form of Exhibit D to the Existing Credit Agreement, to the effect that, immediately before and after giving effect to the transactions contemplated hereby, the Company and its Subsidiaries, taken as a whole, are Solvent. (e) The Administrative Agent shall have received the executed customary legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Company. (f) The representations and warranties made in this Agreement shall be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company. (g) The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Sixth Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the Arrangers and (B) invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days prior to the Second Sixth Amendment Effective Date. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in Agent immediately available funds in Dollars: (i) an amendment fee aggregate amount equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Existing Term Loans outstanding on the Second Amendment Effective Date through but excluding the Second Sixth Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable pursuant to Section 2 hereof and under the Existing Credit Agreement, as applicable), . The New Term Loan Lender shall have paid to the Administrative Agent immediately available funds in each case, which shall not be refundable once paidan aggregate amount equal to the Initial Term Loan Purchase Price to the applicable assignors pursuant to Sections 2(a)(ii) hereof. (i) To the extent requested at least five Business Days prior to the Second Sixth Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Sixth Amendment Effective Date. The Administrative Agent shall notify the Company Company, the Existing Term Loan Lenders, and the Initial Revolving Credit Lenders New Term Loan Lender of the Second Sixth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Sixth Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The amendment of This Agreement shall be effective on the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first earliest date on which all of the following occur or conditions have been waived in accordance with Section 11.01 of the Existing Credit Agreement satisfied (such date being the “Second Amendment Effective Date”): (a) The Administrative Agent shall have received this Agreement, duly executed counterparts of this Agreement from (A) by the Company Credit Parties and each Guarantor, (B) each Initial Revolving Credit Lender, (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline LenderRequired Lenders. (b) The Administrative If a consent is required under the Senior Notes Documents, Agent shall have received a customary closing certificate from a secretaryevidence, assistant secretary or similar officer or authorized representative of each Loan Party certifying as in form and substance satisfactory to Agent, that the Credit Parties have received consent under the Senior Notes Documents permitting the ▇▇▇▇▇▇ Disposition and the transactions contemplated hereby. (c) Borrower shall have delivered to Agent (i) copies of each Organizational Document of each Credit Party to the extent such documents have been amended since the Closing Date and, to the extent applicable, certified as of a recent date by the appropriate governmental official; (ii) signature and incumbency certificates of the officers of such Person executing this Amendment on behalf of the Credit Parties; and (iii) resolutions duly adopted by of the board of directors (or equivalent similar governing body) of each such Loan Credit Party approving and authorizing the execution, delivery and performance of this Agreement, as applicableand all other documents executed in connection herewith, (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws its secretary or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein an assistant secretary as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) in full force and specimen signatures of each officer, director effect without modification or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or comparable authority)amendment. (d) The Administrative Agent Borrower shall have received a certificate from a financial officer of paid to Agent all fees and expenses (including attorneys’ fees) owed to or incurred by Agent or Lenders arising in connection with the Company substantially in the form of Exhibit D to the Existing Credit AgreementLoan Documents or this Amendment. (e) Immediately prior to, to the effect that, immediately before and after giving effect to the transactions contemplated herebythis Agreement, the Company and its Subsidiaries, taken (i) no Event of Default (other than any Event of Default that would occur solely as a whole, are Solvent. (e) The Administrative Agent shall have received result of the executed customary legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to Disposition) shall have occurred or be occurring and (ii) the Company. (f) The representations and warranties contained herein and in the Credit Agreement and the other Loan Documents, as each is amended hereby, are true and correct as of such date, as if made in this Agreement on such date, except for those representations and warranties specifically made as of an earlier date, which shall be true and correct (i) in the case as of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respectsearlier date. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company. (g) The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the Arrangers and (B) invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days prior to the Second Amendment Effective Date. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Loans outstanding on the Second Amendment Effective Date through but excluding the Second Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, as applicable), in each case, which shall not be refundable once paid. (i) To the extent requested at least five Business Days prior to the Second Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Amendment Effective Date. The Administrative Agent shall notify the Company and the Initial Revolving Credit Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement Parties shall be deemed to have consented to, approved or accepted or represent and warrant to be satisfied with Agent and Lenders that each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Person unless an officer of the Administrative Agent responsible for foregoing conditions have been satisfied upon the transactions contemplated by the Loan Documents shall have received written notice from such Person prior release of their respective signatures to the Second Amendment Effective Date specifying its objection theretothis Amendment.

Conditions to Effectiveness of Agreement. The amendment of the Existing Credit This Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Amendment Effective Date”):) when the conditions set forth in this Section 3 shall have been satisfied: (a) The Administrative Agent Each Incremental Lender shall have received duly the following in form and substance satisfactory to such Incremental Lender: (i) a fully executed counterparts copy of this Agreement from executed by the Company and each Incremental Lender; (ii) a fully executed copy of the Nauticus Second Lien Restructuring Agreement, dated as of the date hereof, executed by ATW Special Situations I, LLC, in its capacity as an Investor (as defined therein), and the Group Members; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company; (iv) a certificate of an officer of the Company, dated as of the date hereof, (x) certifying as to (A) the Company resolutions attached thereto and each Guarantorother corporate proceedings relating to the authorization, execution and delivery of this Agreement and the amendments to the other Transaction Documents, (B) each Initial Revolving Credit Lenderits organizational documents as then in effect or that such organizational documents have not changed since the date of prior delivery to Collateral Agent and the Lenders of such organizational documents, (C) the Administrative Agentnames and true signatures of the officers or managers, (D) each L/C Issuer as applicable, of the Company authorized to sign this Agreement, the amendments to the other Transaction Documents to which it is or is to be a party and the other documents to be delivered hereunder, and (Ey) each Swingline Lender.attaching a recent good standing certificate (or its equivalent) for the Company from the applicable governmental authority in its jurisdiction of organization; (v) a closing certificate certifying as to the satisfaction of the below clauses (b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to through (ic); (vi) resolutions duly adopted by evidence that the board of directors (or equivalent governing body) of each such Loan Party authorizing Company has obtained all consents and approvals so that the execution, delivery and performance of this Agreement, as applicable, (ii) by the accuracy and completeness of copies Company of the certificate Transaction Documents will not contravene, result in any breach of, or articles of incorporationconstitute a default under, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party 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), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available result in the jurisdiction creation of organization any Lien in respect of such Loan Party). (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or comparable authority). (d) The Administrative Agent shall have received a certificate from a financial officer any property of the Company substantially in or any Subsidiary under any lease, charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the form Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of Exhibit D to the Existing Credit Agreement, to the effect that, immediately before their respective properties may be bound or affected; (vii) such other documents and after giving effect instruments with respect to the transactions contemplated hereby, the Company and its Subsidiaries, taken hereby as a whole, are Solvent.any Incremental Lender may request; and (e) The Administrative Agent shall have received the executed customary legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Company. (fb) The representations and warranties made in this Agreement the Term Loan Agreement, the other Transaction Documents and Section 4 hereof shall be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company.Effective Date; (gc) No Default or Event of Default shall exist or could result from the transactions contemplated by this Agreement; and (d) The Company shall have paid or reimbursed each Incremental Lender for all of its reasonable and documented out-of-pocket costs and expenses, including attorneys’ fees and expenses, in connection with the preparation, negotiation and execution of this Agreement and the documents provided for herein or related to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Amendment Effective Date pursuant to this Term Loan Agreement or as separately agreed by the Company and certain of the Arrangers and (B) invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days prior to the Second Amendment Effective Datehereto. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Loans outstanding on the Second Amendment Effective Date through but excluding the Second Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, as applicable), in each case, which shall not be refundable once paid. (i) To the extent requested at least five Business Days prior to the Second Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Amendment Effective Date. The Administrative Agent shall notify the Company and the Initial Revolving Credit Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The amendment of the Existing Credit Agreement and associated provisions set forth herein This Amendment shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Amendment Effective Date”):) when the conditions set forth in this Section 3 shall have been satisfied: (a) The Administrative Agent Each Required Lender shall have received duly executed counterparts of this Agreement from (A) the Company following in form and each Guarantor, (B) each Initial Revolving Credit substance satisfactory to such Required Lender, (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline Lender.: (b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to (i) resolutions duly adopted a fully executed copy of this Amendment executed by the board Company, each Guarantor and each Required Lender; (ii) a fully executed copy of directors the Pari Passu ICA; (or equivalent governing bodyiii) a fully executed copy of the Second Agreement Regarding Incremental Loans, dated as of the date hereof, by and among the Group Members and the Incremental Lenders (as defined therein): (iv) evidence that each such Loan Party authorizing Group Member has obtained all consents and approvals so that the execution, delivery and performance of this Agreement, as applicable, (ii) the accuracy and completeness of copies by such Group Member of the certificate Transaction Documents to which it is a party will not contravene, result in any breach of, or articles constitute a default under, or result in the creation of incorporationany Lien in respect of any property of any Group Member or any Subsidiary under any lease, continuationcharter, amalgamation, association regulations or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnershiplaws, shareholders agreement or similar any other agreement or instrument to which any Group Member or any Subsidiary is bound or by which any Group Member or any Subsidiary or any of each their respective properties may be bound or affected; and (v) such Loan Party other documents 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), (iii) incumbency (instruments with respect to the extent applicable) and specimen signatures of each officer, director or authorized representative executing transactions contemplated hereby as any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party).Required Lender may request; (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or comparable authority). (d) The Administrative Agent shall have received a certificate from a financial officer of the Company substantially in the form of Exhibit D to the Existing Credit Agreement, to the effect that, immediately before and after giving effect to the transactions contemplated hereby, the Company and its Subsidiaries, taken as a whole, are Solvent. (e) The Administrative Agent shall have received the executed customary legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Company. (f) The representations and warranties made in this Agreement the Term Loan Agreement, the other Transaction Documents and Section 4 hereof shall be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company.Effective Date; (gd) No Default or Event of Default shall exist or could result from the transactions contemplated by this Amendment; and (f) The Company shall have paid or reimbursed each Required Lender for all of its reasonable and documented out-of-pocket costs and expenses, including attorneys’ fees and expenses, in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Amendment Effective Date pursuant to this Term Loan Agreement or as separately agreed by the Company and certain of the Arrangers and (B) invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days prior to the Second Amendment Effective Datehereto. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Loans outstanding on the Second Amendment Effective Date through but excluding the Second Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, as applicable), in each case, which shall not be refundable once paid. (i) To the extent requested at least five Business Days prior to the Second Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Amendment Effective Date. The Administrative Agent shall notify the Company and the Initial Revolving Credit Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The amendment of the Existing Credit This Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Amendment Effective Date”):) when the conditions set forth in this Section 3 shall have been satisfied: (a) The Administrative Agent Each Incremental Lender shall have received duly the following in form and substance satisfactory to such Incremental Lender: (i) a fully executed counterparts copy of this Agreement from executed by the Company and each Incremental Lender; (ii) [reserved]; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company; (iv) a certificate of an officer of the Company, dated as of the date hereof, (x) certifying as to (A) the Company resolutions attached thereto and each Guarantorother corporate proceedings relating to the authorization, execution and delivery of this Agreement and the amendments to the other Transaction Documents, (B) each Initial Revolving Credit Lenderits organizational documents as then in effect or that such organizational documents have not changed since the date of prior delivery to Collateral Agent and the Lenders of such organizational documents, (C) the Administrative Agentnames and true signatures of the officers or managers, (D) each L/C Issuer as applicable, of the Company authorized to sign this Agreement, the amendments to the other Transaction Documents to which it is or is to be a party and the other documents to be delivered hereunder, and (Ey) each Swingline Lender.attaching a recent good standing certificate (or its equivalent) for the Company from the applicable governmental authority in its jurisdiction of organization; (v) a closing certificate certifying as to the satisfaction of the below clauses (b) The Administrative Agent shall through (c); (vi) evidence that the Company and the have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing obtained all consents and approvals so that the execution, delivery and performance of this Agreement, as applicable, (ii) by the accuracy and completeness of copies Company of the certificate Transaction Documents will not contravene, result in any breach of, or articles of incorporationconstitute a default under, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party 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), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available result in the jurisdiction creation of organization any Lien in respect of such Loan Party). (c) The Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or comparable authority). (d) The Administrative Agent shall have received a certificate from a financial officer any property of the Company substantially in or any Subsidiary under any lease, charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the form Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of Exhibit D to the Existing Credit Agreement, to the effect that, immediately before their respective properties may be bound or affected; (vii) such other documents and after giving effect instruments with respect to the transactions contemplated hereby, the Company and its Subsidiaries, taken hereby as a whole, are Solvent.any Incremental Lender may request; and (e) The Administrative Agent shall have received the executed customary legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Company. (fb) The representations and warranties made in this Agreement the Term Loan Agreement, the other Transaction Documents and Section 4 hereof shall be true and correct (i) in the case of such representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Company.Effective Date; (gc) No Default or Event of Default shall exist or could result from the transactions contemplated by this Agreement; and (d) The Company shall have paid or reimbursed each Incremental Lender for all of its reasonable and documented out-of-pocket costs and expenses, including attorneys’ fees and expenses, in connection with the preparation, negotiation and execution of this Agreement and the documents provided for herein or related to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Company on or prior to the Second Amendment Effective Date pursuant to this Term Loan Agreement or as separately agreed by the Company and certain of the Arrangers and (B) invoiced (with reasonable details) out of pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business days prior to the Second Amendment Effective Datehereto. (h) The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Loans outstanding on the Second Amendment Effective Date through but excluding the Second Amendment Effective Date and all other amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, as applicable), in each case, which shall not be refundable once paid. (i) To the extent requested at least five Business Days prior to the Second Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Amendment Effective Date. The Administrative Agent shall notify the Company and the Initial Revolving Credit Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement 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 such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Amendment Effective Date specifying its objection thereto.