Common use of Condition to Effectiveness Clause in Contracts

Condition to Effectiveness. The effectiveness of this Amendment is subject solely to the satisfaction of the following conditions (the time at which all such conditions are so satisfied is referred to herein as the “Eighth Amendment Effective Time” and, the date upon which the Eighth Amendment Effective Time occurs, the “Effective Date” (provided that, the Effective Date shall be deemed to be the date that the certificate set forth in Section 6(b) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions and immediately prior to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments (the “Revolving Facility Amendments Effective Time”)): a. The Administrative Agent shall have received counterparts of this Amendment duly executed by Holdings, the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank and each 2022 Incremental Revolving Lender. b. The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby, (x) each of the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are true and correct in all material respects on and as of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) as of such respective dates) and (y) no Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby. c. Holdings and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent and the Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Effective Date (except as otherwise reasonably agreed by the Borrower). d. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the 2022 Incremental Revolving Lenders and the Existing Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agent), in each case, with respect to this Amendment and dated on the Effective Date and addressed to the Administrative Agent, the Collateral Agent and the 2022 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding opinion provided in connection with the Fifth Amendment shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as to the good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 Incremental Revolving Commitments and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent. f. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date and giving effect to the 2022 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2022 Incremental Revolving Commitments as of the Effective Date. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date.

Condition to Effectiveness. The effectiveness of this Amendment is subject solely to the satisfaction of the following conditions (the time at which all such conditions are so satisfied is referred to herein as the “Eighth Ninth Amendment Effective Time” and, the date upon which the Eighth Ninth Amendment Effective Time occurs, the “Effective Date” (provided that, the Effective Date shall be deemed to be the date that the certificate set forth in Section 6(b) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions and immediately prior to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments (the “Revolving Facility Amendments Effective Time”)): a. The Administrative Agent shall have received counterparts of this Amendment duly executed by Holdings, the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank and each 2022 2023 Incremental Revolving Lender. b. The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 2023 Incremental Revolving Commitments contemplated hereby, (x) each of the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are true and correct in all material respects on and as of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) as of such respective dates) and (y) no Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 2023 Incremental Revolving Commitments contemplated hereby. c. Holdings and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent and the 2023 Incremental Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Effective Date (except as otherwise reasonably agreed by the Borrower). d. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the 2022 Incremental Revolving Lenders Agent and the Existing 2023 Incremental Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agent), in each case, with respect to this Amendment and dated on the Effective Date and addressed to the Administrative Agent, the Collateral Agent and the 2022 2023 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding opinion provided in connection with the Fifth Eighth Amendment shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as to the good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 2023 Incremental Revolving Commitments and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent. f. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date and giving effect to the 2022 2023 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2022 2023 Incremental Revolving Commitments as of the Effective Date. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 2023 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date. i. The Borrower shall have paid to each 2023 Incremental Revolving Lender in respect of its 2023 Incremental Revolving Commitment, a fee in an amount equal to 0.50% of the amount of such 2023 Incremental Revolving Lender’s 2023 Incremental Revolving Commitment.

Condition to Effectiveness. The effectiveness of this This Amendment is subject solely shall become effective (the “Effective Date”) upon the satisfaction, in form and substance satisfactory to the satisfaction Lender, by the Borrower and the Guarantors of the following conditions precedent: (the time at which all such conditions are so satisfied is referred to herein as the “Eighth Amendment Effective Time” anda) The Borrower, the date upon which Lender and the Eighth Amendment Effective Time occurs, the “Effective Date” (provided that, the Effective Date other signatories hereto shall be deemed to be the date that the certificate set forth in Section 6(b) below is have duly executed and delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions and immediately prior to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments (the “Revolving Facility Amendments Effective Time”)): a. The Administrative Agent shall have received counterparts a fully executed counterpart of this Amendment and Parent and the Lender shall have duly executed by Holdings, the Borrower, and delivered to each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank and each 2022 Incremental Revolving Lender. b. The Administrative Agent shall have received other a certificate fully executed by a Responsible Officer counterpart of the BorrowerGuaranty Agreement, certifying that, as Guarantor Security Agreement and Pledge Agreement of Parent in the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby, (x) each of the representations and warranties made by the Loan Parties form set forth in this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are true and correct in all material respects on and as of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date Exhibit C hereto; (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification thereinb) as of such respective dates) and (y) no Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby. c. Holdings and the The Borrower shall have paid on or prior to (i) the Effective Date to Lender a non-refundable facility fee in the Administrative Agent amount of $200,000.00 and the Revolving Lenders, as applicable, (ii) Xxxxxxxx Xxxxxxx LLP all legal fees and expenses payable to them incurred in connection with the Loan Agreement, this Amendment, and the other Loan Documents through the date of this Amendment, in each case, case by wire transfer of immediately available funds; (c) The Lender shall have received a closing certificate of each of the Borrower and Parent in form and substance reasonably satisfactory to the extent invoiced at least two Business Days prior Lender; (d) The Borrower shall have duly executed and delivered to the Effective Date Lender an Amended and Restated Revolving Loan Note (except Guaranteed Loans) and an Amended and Restated Revolving Loan Note (Non-Guaranteed Loans) in the forms set forth as otherwise reasonably agreed by the Borrower)Exhibit D hereto. d. (e) The Administrative Agent Lender shall have receivedreceived updates of lien searches in each of the jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in all assets of the Borrower and Parent, and such search shall reveal no liens on behalf any of itselfthe assets of the Borrower or Parent, the Collateral Agent, the 2022 Incremental Revolving Lenders and the Existing Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel except for Liens permitted under the Loan PartiesDocuments; (f) No Default or Event of Default shall have occurred and shall be continuing; (g) The Lender shall have received each consent, and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) approval or authorization of, or filing, registration or qualification with, any Governmental Authority required to this Amendment (be obtained or other local counsel reasonably acceptable to the Administrative Agent), made in each case, connection with respect to this Amendment and dated on the Effective Date transactions contemplated hereby and addressed to by the Administrative AgentLoan Documents, the Collateral Agent and the 2022 Incremental Revolving Lenders and in customary form and substance (it being understood thatincluding, without limitation, any such opinion in form and substance consistent with consent, approval and/or authorization by the corresponding opinion provided in connection with the Fifth Amendment shall be deemed to be in customary form and substanceSBA).; e. (h) The Administrative Agent Lender shall have received (x) a certificate as evidence of insurance, including certificates of insurance and copies of policies with all required endorsements, in each case required to be maintained by Borrower and Parent pursuant to the good standing of Loan Agreement and the other Loan Documents; (i) The Lender shall have received each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof documents set forth on Lender’s closing checklist previously provided to the Administrative Agent prior Borrower; and (j) All legal and other matters incident to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 Incremental Revolving Commitments and the Revolving Loans transactions contemplated thereby, hereby shall be satisfactory in form and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as substance to the incumbency Lender and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agentits counsel. f. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date and giving effect to the 2022 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2022 Incremental Revolving Commitments as of the Effective Date. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date.

Condition to Effectiveness. The effectiveness of this Amendment is subject solely to the satisfaction of the following conditions (the time at which all such conditions are so satisfied is referred to herein as the “Eighth Amendment Effective Time” and, This Agreement shall become effective on the date upon which the Eighth Amendment Effective Time occurs, (the “Effective Date” (provided that, the Effective Date shall be deemed to be the date that the certificate set forth in Section 6(b”) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions and immediately prior to are satisfied: (a) the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments (the “Revolving Facility Amendments Effective Time”)): a. The Administrative Agent shall have received executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment duly executed by Holdings, Agreement from the Borrower, each Subsidiary Guarantorthe Parent, the Administrative Agent, AEG and the Collateral Agent, each Issuing Bank and each 2022 Incremental Revolving Lender.Majority Lenders; b. The (b) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby, (x) each of the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are true and correct in all material respects on and as of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) as of such respective dates) and (y) no Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby. c. Holdings and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent and the Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Effective Date (except as otherwise reasonably agreed by the Borrower). d. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the 2022 Incremental Revolving Lenders and the Existing Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agent), in each case, with respect to this Amendment and dated on the Effective Date and addressed to the Administrative Agent, the Collateral Agent and the 2022 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding opinion provided in connection with the Fifth Amendment shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as to the good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer authorized officer of each Loan Party dated on as of the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (directors, board of managers or equivalent governing body) member, as the case may be, of such each Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 Incremental Revolving Commitments and the Revolving Loans contemplated therebyAgreement, and that such resolutions have not been modified, rescinded or amended and amended, such resolutions are in full force and effect as of and there are no plans to modify rescind or amend such resolutions; (c) the Administrative Agent shall have received all reasonable and documented out-of-pocket costs and expenses due to the Administrative Agent and the Lenders and required to be paid on the Effective Date and (D) as including, to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as extent invoiced prior to the incumbency Effective Date, the reasonable and specimen signature documented fees and expenses of the Secretary or Assistant Secretary executing the certificate pursuant Xxxxxx & Xxxxxxx, LLP, counsel to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent.); f. (i) the Administrative Agent shall have received a fully executed copy of an amendment to the First Lien Credit Agreement, in form and substance substantially similar to this Agreement or otherwise reasonably acceptable to the Administrative Agent, and (ii) the conditions to effectiveness set forth therein (other than the satisfaction of the condition set forth in this clause (c)(ii)) shall have been satisfied (or otherwise waived by the Lenders in accordance with the terms thereof); and (e) The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H Registration Rights Agreement with respect to the Credit AgreementTitan Energy Units and a Joinder Agreement duly executed by Titan Energy Management, from the chief financial officerLLC, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date in each case in form and giving effect substance reasonably satisfactory to the 2022 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2022 Incremental Revolving Commitments as of the Effective DateAdministrative Agent. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date.

Condition to Effectiveness. The effectiveness of this Amendment is subject solely to the satisfaction of the following conditions (the time at which all such conditions are so satisfied is referred to herein as the “Eighth Amendment Effective Time” and, the date upon which the Eighth Amendment Effective Time occurs, the “Effective Date” (provided that, the Effective Date shall be deemed to be the date that the certificate set forth precedent in Section 6(b) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions a manner and immediately prior to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments documentation satisfactory to Agent: (the “Revolving Facility Amendments Effective Time”)): a. a) The Administrative Agent shall have received counterparts all of the following, each in form and substance satisfactory to Agent: (i) this Amendment, duly executed by the Original Borrower, the Additional Borrower, the Agent, and the Lenders, (ii) a certificate of the Secretary of each Borrower acknowledging (A) that each Borrower's board of directors has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by each Borrower of this Amendment, and all other Loan Documents to which each Borrower is or is to be a party and (B) the names of the officers of each Borrower authorized to sign this Amendment and each of the other Loan Documents to which each Borrower is or is to be a party hereunder (including the certificates contemplated herein), together with specimen signatures of such officers, (iii) a guaranty from Newco guaranteeing payment of the Obligations, (iv) security agreements from Newco whereby Newco grants Agent, for the benefit of Lenders, a first priority Lien in all assets of Newco, including without limitation, a first priority Lien in the partnership interest of Newco in Additional Borrower, (v) an amended and restated pledge agreement from Original Borrower, whereby Original Borrower grants Agent, for the benefit of Lenders, a perfected first priority Lien in Original Borrower's partnership interest in Additional Borrower and capital stock in Newco, which Lien shall be in addition to the Lien in the capital stock or equivalent ownership interest of Original Borrower in each of its Subsidiaries previously granted by Original Borrower to Agent, (vi) if specifically requested by Agent,a security agreement from Additional Borrower covering the Intellectual Property of Additional Borrower, in a form materially the same as such other intellectual property security agreements previously executed by Original Borrower, whereby Additional Borrower grants Agent, for the benefit of Lenders, a perfected first priority Lien in all currently or hereafter owned Intellectual Property of Additional Borrower, (vii) a Revolving Note in the form of Exhibit C attached hereto, duly executed by each Borrower, (viii) satisfactory evidence of the organization and good standing of Additional Borrower and Newco, (ix) a legal opinion from counsel to Borrower, covering the execution of this Amendment duly and the other Loan Documents executed by Holdingsin connection with this Amendment, the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank and each 2022 Incremental Revolving Lender. b. The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments transactions contemplated hereby, and the existence and good standing of Newco and Additional Borrower, (x) the Consent and Ratification attached hereto, duly executed by each of existing Guarantor and by WCAS, and (xi) such additional documents, instruments and information as the Agent may reasonably request; (b) The representations and warranties made by contained herein and in the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other the Loan Documents are true and correct in all material respects on and Documents, as of the Effective Dateeach is amended hereby, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are shall be true and correct in all material respects as of the date hereof, as if made on the date hereof (except insofar as such representations and warranties relate expressly to an earlier date date); (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after c) After giving effect to any such qualification therein) as of such respective dates) and (y) this Amendment, no Default or Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby. c. Holdings and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent occurred and the Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Effective Date be continuing; and (except as otherwise reasonably agreed by the Borrower). d. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the 2022 Incremental Revolving Lenders d) All corporate and the Existing Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, partnership and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agent), in each case, with respect to this Amendment and dated on the Effective Date and addressed to the Administrative Agent, the Collateral Agent and the 2022 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding opinion provided limited liability company proceedings taken in connection with the Fifth transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto, shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as satisfactory to the good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 Incremental Revolving Commitments and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent. f. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date and giving effect to the 2022 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2022 Incremental Revolving Commitments as of the Effective Date. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date.

Condition to Effectiveness. The effectiveness of this Amendment is subject solely to the satisfaction of the following conditions (the time at which all such conditions are so satisfied is referred to herein as the “Eighth Amendment Effective Time” and, the date upon which the Eighth Amendment Effective Time occurs, the “Effective Date” (provided that, the Effective Date shall be deemed to be the date that the certificate set forth in Section 6(b) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions and immediately prior to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments precedent: (the “Revolving Facility Amendments Effective Time”)): a. The Administrative Agent a) this Amendment shall have received counterparts of this Amendment been duly executed and delivered by Holdingsthe Borrowers, the Borrowerother Credit Parties, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank Canadian Agent and each 2022 Incremental Revolving Lender.Requisite Lenders (including those Lenders whose Term Loan Commitments are being increased hereunder); b. The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby, (xb) each of the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are contained herein shall be true and correct in all material respects on and as of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date respects; (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification thereinc) as of such respective dates) and (y) no Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby. c. Holdings and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent and the Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Effective Date (except as otherwise reasonably agreed by the Borrower). d. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the 2022 Incremental Revolving Lenders and the Existing Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agent), in each case, with respect to this Amendment and dated on the Effective Date and addressed to the Administrative Agent, the Collateral Agent and the 2022 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding opinion provided in connection with the Fifth Amendment shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as to the good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the bycertain Post-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 Incremental Revolving Commitments and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent. f. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Closing Matters Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date date hereof, by and giving effect among the Borrowers and Agents, the Credit Parties shall deliver all documents listed on, take all actions set forth on and satisfy all other conditions precedent listed on the Closing Checklist attached hereto as Exhibit A, all in form and substance, or in a manner, satisfactory to Agents and Lenders; (d) EBITDA of Holdings and its Subsidiaries on a consolidated basis shall be at least $200,000,000 for the 2022 Incremental Revolving Commitments and any Revolving Loans made trailing twelve months period most recently ended for which Financial Statements have been delivered to Agent pursuant to the 2022 Incremental Revolving Commitments as Section 4.3 of the Effective Date. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days Credit Agreement prior to the Effective Third Amendment Closing Date, including adjustments reasonably satisfactory to Agent; (e) the senior secured Indebtedness of Borrowers shall be rated by S&P and by Xxxxx’x; (f) since May 27, 2007 there have been no events or changes in facts or circumstances affecting any Credit Party or any of its Subsidiaries which individually or in the aggregate have had a Material Adverse Effect; (g) Borrowers shall have paid to Agent the fees payable on the Third Amendment Closing Date pursuant to that certain Amended and Restated Fee Letter, dated as of August 22, 2007, among Borrowers and GE Capital; and (h) Borrowers shall have paid to Agent, for the ratable benefit of the Lenders that (x) are party to the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment and (y) consent to this Amendment, an amendment fee equal to 12.5 basis points of the Commitments of each such Lender under the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment, which fee shall be fully earned, and due and payable on the Third Amendment Closing Date.

Condition to Effectiveness. The effectiveness of limited waivers and amendments set forth in this Amendment is subject solely to shall become effective upon the satisfaction of the following conditions conditions: (a) Submission to the time at which Agent of a operating plan and financial forecast for Workflow's 2004 fiscal year and first quarter of Workflow's 2005 fiscal year, in form and substance reasonably satisfactory to the Agent and the Lenders. (b) Workflow shall provide evidence of (i) Liquidity as of the First Amendment Date of $3,000,000.00, and (ii) on a pro forma basis for the thirteen weeks period thereafter, an average Liquidity of $3,000,000.00. (c) The Borrowers shall have paid all such conditions are so satisfied is referred to herein as reasonable expenses of the “Eighth Amendment Effective Time” andAgent, the date upon Agent's counsel and their respective professional advisors for which invoices have been issued as of the Eighth First Amendment Effective Time occursDate. (d) No Events of Default, other than the “Effective Date” Specified Defaults, shall have occurred. (provided that, e) The Agent shall have received amendments to the Effective Date Warrant and the Warrant Purchase Agreement executed by the Borrower in the form attached hereto as Exhibit "A". (f) The Agent shall be deemed to be have received the date that payment of the certificate Amendment Fee as set forth in Section 6(b3.01(e)(ii) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions and immediately prior to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments (the “Revolving Facility Amendments Effective Time”)): a. The Administrative Agent shall have received counterparts of this Amendment duly executed by Holdings, the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank and each 2022 Incremental Revolving LenderCredit Agreement as amended hereby. b. (g) The Administrative Agent shall have received a certificate copy of this Amendment, and all other documents, instruments, and agreements required in connection therewith, or relating thereto, duly executed by a Responsible Officer of the Borrower, certifying that, as of the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby, (x) each of the representations Guarantors, the Agent and warranties made by each of the Loan Parties set forth in this AmendmentLenders. (h) The Agent shall have received an amended and restated Agent's Fee Letter, in Article 5 a form and of a nature acceptable to the Agent. (i) The Agent shall have received evidence of appropriate corporate or other entity approvals and other evidence of the Credit Agreement and in all other Loan Documents are true and correct in all material respects on and enforceability of this Amendment (including, without limitation, such opinions of counsel as of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) as of such respective dates) and (y) no Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby. c. Holdings and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent and the Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Effective Date (except as otherwise Lenders may reasonably agreed by the Borrower). d. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the 2022 Incremental Revolving Lenders and the Existing Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agentrequire), in each case, with respect to this Amendment and dated on the Effective Date and addressed case satisfactory to the Administrative Agent, the Collateral Agent and the 2022 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding opinion provided in connection with the Fifth Amendment shall be deemed to be in customary form and substance). e. (j) The Administrative Agent shall have received (x) a certificate as to the good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 Incremental Revolving Commitments and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent. f. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date and giving effect to the 2022 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2022 Incremental Revolving Commitments as of the Effective Date. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation other documents, instruments, and other information about agreements required in connection herewith, or relating hereto, as the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been Agent or its counsel may reasonably requested in writing at least three days prior to the Effective Daterequest.

Condition to Effectiveness. The effectiveness of this Amendment is subject solely to the satisfaction of the following conditions (the time at which all such conditions are so satisfied is referred to herein as the “Eighth Amendment Effective Time” and, This Agreement shall become effective on the date upon which the Eighth Amendment Effective Time occurs, (the “Effective Date” (provided that, the Effective Date shall be deemed to be the date that the certificate set forth in Section 6(b”) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions and immediately prior to are satisfied: (a) the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments (the “Revolving Facility Amendments Effective Time”)): a. The Administrative Agent shall have received executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment duly executed by Holdings, Agreement from the Borrower, each Subsidiary Guarantorthe Parent, the Administrative Agent, AEG and the Collateral Agent, each Issuing Bank and each 2022 Incremental Revolving Lender.Majority Lenders; b. The (b) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby, (x) each of the representations and warranties made by the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are true and correct in all material respects on and as of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) as of such respective dates) and (y) no Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby. c. Holdings and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent and the Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Effective Date (except as otherwise reasonably agreed by the Borrower). d. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the 2022 Incremental Revolving Lenders and the Existing Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agent), in each case, with respect to this Amendment and dated on the Effective Date and addressed to the Administrative Agent, the Collateral Agent and the 2022 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding opinion provided in connection with the Fifth Amendment shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as to the good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer authorized officer of each Loan Party dated on as of the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (directors, board of managers or equivalent governing body) member, as the case may be, of such each Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 Incremental Revolving Commitments and the Revolving Loans contemplated therebyAgreement, and that such resolutions have not been modified, rescinded or amended and amended, such resolutions are in full force and effect as of and there are no plans to modify rescind or amend such resolutions; (c) the Administrative Agent shall have received all reasonable and documented out-of-pocket costs and expenses due to the Administrative Agent and the Lenders and required to be paid on the Effective Date and (D) as including, to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as extent invoiced prior to the incumbency Effective Date, the reasonable and specimen signature documented fees and expenses of the Secretary or Assistant Secretary executing the certificate pursuant Xxxxxx & Xxxxxxx, LLP, counsel to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent.); f. (i) the Administrative Agent shall have received a fully executed copy of an amendment to the Second Lien Credit Agreement, in form and substance substantially similar to this Agreement or otherwise reasonably acceptable to the Administrative Agent, and (ii) the conditions to effectiveness set forth therein (other than the satisfaction of the condition set forth in this clause (c)(ii)) shall have been satisfied (or otherwise waived by the Lenders in accordance with the terms thereof); and (e) The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H Registration Rights Agreement with respect to the Credit AgreementTitan Energy Units and a Joinder Agreement duly executed by Titan Energy Management, from the chief financial officerLLC, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date in each case in form and giving effect substance reasonably satisfactory to the 2022 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2022 Incremental Revolving Commitments as of the Effective DateAdministrative Agent. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date.

Condition to Effectiveness. The effectiveness of this Amendment is subject solely to the satisfaction of the following conditions (the time at which all such conditions are so satisfied is referred to herein as the “Eighth Amendment Effective Time” and, the date upon which the Eighth Amendment Effective Time occurs, the “Effective Date” (provided that, the Effective Date shall be deemed to be the date that the certificate set forth precedent in Section 6(b) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)) (it being understood that the Revolving Facility Amendments shall be deemed to be effective upon the satisfaction of all of the following conditions a manner and immediately prior to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments documentation satisfactory to Agent: (the “Revolving Facility Amendments Effective Time”)): a. a) The Administrative Agent shall have received counterparts all of the following, each in form and substance satisfactory to Agent: (i) this Amendment, duly executed by the Original Borrower, the Additional Borrower, the Agent, and the Lenders, (ii) a certificate of the Secretary of each Borrower acknowledging (A) that each Borrower’s board of directors has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by each Borrower of this Amendment, and all other Loan Documents to which each Borrower is or is to be a party and (B) the names of the officers of each Borrower authorized to sign this Amendment and each of the other Loan Documents to which each Borrower is or is to be a party hereunder (including the certificates contemplated herein), together with specimen signatures of such officers, (iii) a guaranty from Newco guaranteeing payment of the Obligations, (iv) security agreements from Newco whereby Newco grants Agent, for the benefit of Lenders, a first priority Lien in all assets of Newco, including without limitation, a first priority Lien in the partnership interest of Newco in Additional Borrower, (v) an amended and restated pledge agreement from Original Borrower, whereby Original Borrower grants Agent, for the benefit of Lenders, a perfected first priority Lien in Original Borrower’s partnership interest in Additional Borrower and capital stock in Newco, which Lien shall be in addition to the Lien in the capital stock or equivalent ownership interest of Original Borrower in each of its Subsidiaries previously granted by Original Borrower to Agent, (vi) if specifically requested by Agent,a security agreement from Additional Borrower covering the Intellectual Property of Additional Borrower, in a form materially the same as such other intellectual property security agreements previously executed by Original Borrower, whereby Additional Borrower grants Agent, for the benefit of Lenders, a perfected first priority Lien in all currently or hereafter owned Intellectual Property of Additional Borrower, (vii) a Revolving Note in the form of Exhibit C attached hereto, duly executed by each Borrower, (viii) satisfactory evidence of the organization and good standing of Additional Borrower and Newco, (ix) a legal opinion from counsel to Borrower, covering the execution of this Amendment duly and the other Loan Documents executed by Holdingsin connection with this Amendment, the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank and each 2022 Incremental Revolving Lender. b. The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments transactions contemplated hereby, and the existence and good standing of Newco and Additional Borrower, (x) the Consent and Ratification attached hereto, duly executed by each of existing Guarantor and by WCAS, and (xi) such additional documents, instruments and information as the Agent may reasonably request; (b) The representations and warranties made by contained herein and in the Loan Parties set forth in this Amendment, in Article 5 of the Credit Agreement and in all other the Loan Documents are true and correct in all material respects on and Documents, as of the Effective Dateeach is amended hereby, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties are shall be true and correct in all material respects as of the date hereof, as if made on the date hereof (except insofar as such representations and warranties relate expressly to an earlier date date); (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after c) After giving effect to any such qualification therein) as of such respective dates) and (y) this Amendment, no Default or Event of Default exists or would result from the Revolving Commitment Increase pursuant to the 2022 Incremental Revolving Commitments contemplated hereby. c. Holdings and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent occurred and the Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Effective Date be continuing; and (except as otherwise reasonably agreed by the Borrower). d. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the 2022 Incremental Revolving Lenders d) All corporate and the Existing Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, partnership and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other local counsel reasonably acceptable to the Administrative Agent), in each case, with respect to this Amendment and dated on the Effective Date and addressed to the Administrative Agent, the Collateral Agent and the 2022 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding opinion provided limited liability company proceedings taken in connection with the Fifth transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto, shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as satisfactory to the good standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2022 Incremental Revolving Commitments and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent. f. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date and giving effect to the 2022 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2022 Incremental Revolving Commitments as of the Effective Date. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2022 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date.