Common use of Delivery and Notice Requirements Clause in Contracts

Delivery and Notice Requirements. The Borrower Representative shall provide to Administrative Agent, prior to the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) that the Borrower Representative has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries for the period through the Revolving Credit Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower certifying: (1) that the Company and its consolidated Subsidiaries shall be in Pro Forma Compliance, (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents will be true and correct in all material respects on and as of the date of the closing of the acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier date; (3) that no Default exists or will result from the acquisition; and (4) to the Company’s calculation of its compliance with clause (ii) of this clause (l);

Delivery and Notice Requirements. The Borrower Representative IHS shall be required to comply with the notice and delivery requirements under this clause (iii) in the event that: (A) the cash consideration to be paid for the acquisition in question exceeds $200,000,000 and (B) the Leverage Ratio as calculated for the four (4) fiscal quarter period then most recently ending on a Pro Forma basis exceeds 3.00 to 1.00. If one or more of the conditions in the foregoing clauses (A) and (B) do not exist with respect to an acquisition, IHS is not required to comply with the notice and delivery requirements of this clause (iii) with respect to the acquisition in question. If IHS is required to comply with the notice and delivery requirement under this clause (iii), then IHS shall provide to Administrative Agent, prior to within 10 Business Days following the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) Target that the Borrower Representative IHS has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, and (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries for the period through the Revolving Credit Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower IHS certifying: (1) that to the Company and its consolidated Subsidiaries shall be in Pro Forma Compliance, calculations demonstrating IHS’s compliance with paragraph (h)(ii) of this Section; (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents which are not qualified by a materiality standard will be true and correct in all material respects on and all representations and warranties contained in the Loan Documents which are qualified by a materiality standard will be true and correct in all respects, in each case, as of the date of the closing of the acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier another date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier date; (3) that no Default exists or will result from the acquisition; and (4) to the Company’s calculation of its compliance with clause (ii) of this clause (l);

Delivery and Notice Requirements. The Borrower Representative IHS shall be required to comply with the notice and delivery requirements under this clause (iii) in the event that: (A) the cash consideration to be paid for the acquisition in question exceeds $200,000,000 and (B) the Leverage Ratio as calculated for the four (4) fiscal quarter period then most recently ending on a Pro Forma basis exceeds 3.00 to 1.00. If one or more of the conditions in the foregoing clauses (A) and (B) do not exist with respect to an acquisition, IHS is not required to comply with the notice and delivery requirements of this clause (iii) with respect to the acquisition in question. If IHS is required to comply with the notice and delivery requirement under this clause (iii), then IHS shall provide to Administrative Agent, prior to within 10 Business Days following the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) Target that the Borrower Representative IHS has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, and (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries for the period through the Revolving Credit Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower IHS certifying: (1) that to the Company and its consolidated Subsidiaries shall be in Pro Forma Compliance, calculations demonstrating IHS’s compliance with paragraph (h)(ii) of this Section; (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents which are not qualified by a materiality standard will be true and correct in all material respects on and all representations and warranties contained in the Loan Documents which are qualified by a materiality standard will be true and correct in all respects, in each case, as of the date of the closing of the acquisition with the CREDIT AGREEMENT, Page 47 007751-0138-14353-Active.16343568 same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier another date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier date; (3) that no Default exists or will result from the acquisition; and (4) to the Company’s calculation of its compliance with clause (ii) of this clause (l);

Delivery and Notice Requirements. The Borrower Representative shall provide to Administrative Agent, prior to the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) Target that the Borrower Representative has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries Borrower for the period through the Revolving Credit Term Loan Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower certifying: (1) that the Company and its consolidated Subsidiaries Borrower shall be in Pro Forma Compliancecompliance with the covenants contained in Article VII on a pro forma basis for the four (4) fiscal quarter period then most recently ending and on a projected basis through the Term Loan Maturity Date (assuming, for purposes of such projections through the Term Loan Maturity Date, the consummation of the acquisition in question, that the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period and to the extent such Indebtedness bears interest at a floating rate, using the rate in effect at the time of calculation for the entire period of calculation), (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents will be true and correct in all material respects on and as of the date of the closing of the acquisition in all material respects with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier another date; (3) that no Default exists or will result from for the acquisition; and (4) to the Company’s Borrower's calculation of its compliance with clause (ii) of this clause (l)Section;

Delivery and Notice Requirements. The Borrower Representative IHS shall be required to comply with the notice and delivery requirements under this clause (iii) in the event that: (A) the cash consideration to be paid for the acquisition in question exceeds $200,000,000 and (B) the Leverage Ratio as calculated for the four (4) fiscal quarter period then most recently ending on a Pro Forma basis exceeds 3.00 to 1.00. If one or more of the conditions in the foregoing clauses (A) and (B) do not exist with respect to an acquisition, IHS is not required to comply with the notice and delivery requirements of this clause (iii) with respect to the acquisition in question. If IHS is required to comply with the notice and delivery requirement under this clause (iii), then IHS shall provide to Administrative Agent, prior to within 10 Business Days following the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) Target that the Borrower Representative IHS has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, and (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries for the period through the Revolving Credit Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower IHS certifying: (1) that to the Company and its consolidated Subsidiaries shall be in Pro Forma Compliance, calculations demonstrating IHS’s compliance with paragraph (h)(ii) of this Section; (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents which are not qualified by a materiality standard will be true and correct in all material respects on and all representations and warranties contained in the Loan Documents which are qualified by a materiality standard will be true and correct in all respects, in each case, as of the date of the closing of the acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier another date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier date; (3) that no Default exists or will result from the acquisition; and (4) to the Company’s calculation of its compliance with clause (ii) of this clause (l);CREDIT AGREEMENT, Page 56 007751-0138-14324-Active.18411811 #86414519v6

Delivery and Notice Requirements. The Borrower Representative shall provide to Administrative Agent, prior to the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “"Target”") that the Borrower Representative has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries for the period through the Revolving Credit Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower certifying: (1) that the Company and its consolidated Subsidiaries shall be in Pro Forma Compliance, (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents will be true and correct in all material respects on and as of the date of the closing of the acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier date; (3) that no Default exists or will result from the acquisition; and (4) to the Company’s 's calculation of its compliance with clause (ii) of this clause (l);

Delivery and Notice Requirements. The Borrower Representative IHS shall be required to comply with the notice and delivery requirements under this clause (iii) in the event that: (A) the cash consideration to be paid for the acquisition in question exceeds $100,000,000 and (B) the Leverage Ratio as calculated for the four (4) fiscal quarter period then most recently ending on a Pro Forma basis exceeds 2.50 to 1.00. If one or more of the conditions in the foregoing clauses (A) and (B) do not exist with respect to an acquisition, IHS is not required to comply with the notice and delivery requirements of this clause (iii) with respect to the acquisition in question. If IHS is required to comply with the notice and delivery requirement under this clause (iii), then IHS shall provide to Administrative Agent, prior to the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) Target that the Borrower Representative IHS has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, and (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries for the period through the Revolving Credit Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower IHS certifying: (1) that to the Company and its consolidated Subsidiaries shall be in Pro Forma Compliance, calculations demonstrating IHS’ compliance with paragraph (h)(ii) of this Section; (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents which are not qualified by a materiality standard will be true and correct in all material respects on and all representations and warranties contained in the Loan Documents which are CREDIT AGREEMENT, Page 69 qualified by a materiality standard will be true and correct in all respects, in each case, as of the date of the closing of the acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier another date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier date; (3) that no Default exists or will result from the acquisition; and (4) to the Company’s calculation of its compliance with clause (ii) of this clause (l);

Delivery and Notice Requirements. The Borrower Representative IHS shall be required to comply with the notice and delivery requirements under this clause (iii) in the event that: (A) the cash consideration to be paid for the acquisition in question exceeds $100,000,000 and (B) the Leverage Ratio as calculated for the four (4) fiscal quarter period then most recently ending on a Pro Forma basis exceeds 2.50 to 1.00. If one or more of the conditions in the foregoing clauses (A) and (B) do not exist with respect to an acquisition, IHS is not required to comply with the notice and delivery requirements of this clause (iii) with respect to the acquisition in question. If IHS is required to comply with the notice and delivery requirement under this clause (iii), then IHS shall provide to Administrative Agent, prior to the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) Target that the Borrower Representative IHS has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, and (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries for the period through the Revolving Credit Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower IHS certifying: (1) that to the Company and its consolidated Subsidiaries shall be in Pro Forma Compliance, calculations demonstrating IHS' compliance with paragraph (h)(ii) of this Section; (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents which are not qualified by a materiality standard will be true and correct in all material respects on and all representations and warranties contained in the Loan Documents which are qualified by a materiality standard will be true and correct in all respects, in each case, as of the date of the closing of the acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier another date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier date; (3) that no Default exists or will result from the acquisition; and (4) to the Company’s calculation of its compliance with clause (ii) of this clause (l);

Delivery and Notice Requirements. The Borrower Representative IHS shall be required to comply with the notice and delivery requirements under this clause (iii) in the event that: (A) the cash consideration to be paid for the acquisition in question exceeds $100,000,000 and (B) the Leverage Ratio as calculated for the four (4) fiscal quarter period then most recently ending on a Pro Forma basis exceeds 2.50 to 1.00. If one or more of the conditions in the foregoing clauses (A) and (B) do not exist with respect to an acquisition, IHS is not required to comply with the notice and delivery requirements of this clause (iii) with respect to the acquisition in question. If IHS is required to comply with the notice and delivery requirement under this clause (iii), then IHS shall provide to Administrative Agent, prior to the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) Target that the Borrower Representative IHS has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, and (D) (i) if the total consideration for such purchase, hold or acquisition is equal to or greater than $25,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries for the period through the Revolving Credit Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if the total consideration for such purchase, hold or acquisition is less than $25,000,000, projected income and cash flow statements for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent and (E) a certificate signed by a Financial Officer of the CSW Borrower IHS certifying: (1) that to the Company and its consolidated Subsidiaries shall be in Pro Forma Compliance, calculations demonstrating IHS's compliance with paragraph (h)(ii) of this Section; (2) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents which are not qualified by a materiality standard will be true and correct in all material respects on and all representations and warranties contained in the Loan Documents which are qualified by a materiality standard will be true and correct in all respects, in each case, as of the date of the closing of the acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier another date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier date; (3) that no Default exists or will result from the acquisition; and (4) to the Company’s calculation of its compliance with clause (ii) of this clause (l);

Delivery and Notice Requirements. The Borrower Representative shall provide to Administrative Agent, prior to the consummation of the acquisition, the following: (A) notice of the acquisition, (B) the most recent financial statements of the target of the proposed acquisition (the “Target”) Target that the Borrower Representative has available, (C) copies of the applicable purchase agreement and copies of such other documentation and information relating to the Target and the acquisition as Administrative Agent may reasonably request, (D) (i) if the total consideration Purchase Price for such purchase, hold the acquisition in question equals or acquisition is equal to or greater than exceeds $25,000,00015,000,000, projected income and cash flow statements for the Company and its consolidated Subsidiaries Borrower for the period through the Revolving Credit Term Loan Maturity Date, prepared on a basis reasonably acceptable to the Administrative Agent, giving pro forma effect to proposed acquisition and any Indebtedness incurred in connection therewith and (ii) if assuming that the total consideration for acquisition in question closed on the first day of the applicable period, that the incurrence or assumption of Indebtedness in connection therewith occurred on the first day of such purchaseperiod and, hold or acquisition is less than $25,000,000to the extent such Indebtedness bears interest at a floating rate, projected income and cash flow statements using the rate in effect at the time of calculation for the Target for a five year period, prepared on a basis reasonably acceptable to the Administrative Agent entire period of calculation) and (E) a certificate signed by a Financial Officer of the CSW Borrower certifying: (1) that the Company and its consolidated Subsidiaries Borrower shall be in Pro Forma Compliancecompliance with the covenants contained in Article VII on a pro forma basis for the four fiscal quarter period then most recently ending for which financial statements are available (assuming that the acquisition in question closed on the first day of the applicable period, that the incurrence or assumption of Indebtedness in connection therewith occurred on the first day of such period and, to the extent such Indebtedness bears interest at a floating rate, using the rate in effect at the time of calculation for the entire period of calculation), (2) if the Purchase Price for the acquisition in question equals or exceeds $15,000,000, that the Borrower shall be in compliance with the covenants contained in Article VII on a projected, pro forma basis through the Term Loan Maturity Date as calculated in accordance with clause (D) of this subparagraph, (3) that after giving effect to the acquisition in question, all representations and warranties contained in the Loan Documents will be true and correct in all material respects on and as of the date of the closing of the acquisition with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties relate specifically to an earlier date and provided that any such representations and warranties subject to a materiality qualifier must be true and correct in all respects on and as of the date of the closing of the acquisition, except to the extent that such representations and warranties relate specifically to an earlier another date; (34) that no Default exists or will result from the acquisition; and (45) to the CompanyBorrower’s calculation of its compliance with clause (ii) of this clause paragraph (lk);