Common use of Conditions Precedent to Credit Extensions Clause in Contracts

Conditions Precedent to Credit Extensions. The effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent, on or prior to November 30, 2021: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronically transmitted copies of originals (followed as soon as reasonably practicable by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) the Sixth Amendment to Revolving Credit Agreement, duly executed by the Required Lenders (under, and as defined in, the Revolving Credit Agreement), the Revolving Administrative Agent and each Loan Party; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a pledge and security agreement, in substantially the form of Exhibit E (the “Security Agreement”), duly executed by each Loan Party, together with: (A) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions required to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed results of a search of the UCC filings made with respect to the Persons in the jurisdictions contemplated by the Collateral Questionnaire, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 7.01 or have been or will be contemporaneously released or terminated, and (C) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement required to perfect (subject to Section 4.7(b) of the Security Agreement, in the case of IP Rights) the Liens created under the Security Agreement; (v) the First Lien Pari Passu Intercreditor Agreement, duly executed by the Revolving Administrative Agent and each Loan Party; (vi) (A) a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (I) that attached thereto is a true and complete copy of each Organization Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization, and a certificate as to the good standing of each Loan Party and each Company Group Party as of a recent date, from such Secretary of State, (II) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, (III) as to the incumbency and specimen signature of each officer executing any Loan Document and (B) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (A) above; (vii) a favorable opinion of Bxxxx Bxxxx L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in clauses (h) and (i) of Article IV have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) the Closing Date Projections; (x) certificates attesting to the Solvency of the Loan Parties, taken as a whole after giving effect to the Transaction, from the chief financial officer of Holdings; and (xi) a completed Collateral Questionnaire dated the Closing Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid. (c) The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced within two Business Days prior to the Closing Date. (d) At least three (3) Business Days prior to the Closing Date, (i) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”) that has been requested at least ten (10) days prior to the Closing Date and (ii) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (e) The Administrative Agent shall have received from Parent the Audited Financial Statements referred to in Section 5.05(a) and the unaudited financial statements referred to in Section 5.05(b) (it being understood that the audited financial statements filed on Form 10-K or Form 10-Q with the SEC shall satisfy the condition set forth in this clause (e)). (f) No event, circumstance or change shall have occurred since the date of the Audited Financial Statements that has resulted, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect or a material adverse change in, or material adverse effect upon, the operations, business, properties, liabilities or financial condition of the Project Companies taken as a whole. (g) The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (h) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (i) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (g) and (h) of this Article IV have been satisfied on and as of the date of the applicable Credit Extension. Without limiting the generality of the provisions of clause (f) of Section 9.03, for purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Credit Extensions. The effectiveness 4.01 Conditions to Effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is subject to (Execution Date). This Agreement shall be effective upon satisfaction (or waiver in accordance with Section 11.01 11.01) of the following conditions precedent, on precedent set forth in this Section 4.01; provided that the obligations of the Lenders to make Credit Extensions hereunder are subject to satisfaction (or prior to November 30, 2021waiver in accordance with Section 11.01) of the conditions precedent set forth in Section 4.02 and Section 4.03: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronically transmitted copies of originals facsimiles (followed as soon as reasonably practicable promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Execution Date (or, in the case of certificates of governmental officials, a recent date before the Closing Execution Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent; (ii) the Sixth Amendment to Revolving Credit Agreementfollowing, duly executed by the Required Lenders (under, and as defined in, the Revolving Credit Agreement), the Revolving Administrative Agent and each Loan Party; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a pledge and security agreement, in substantially the form of Exhibit E (the “Security Agreement”), duly executed by each Loan Party, together with: (A) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions required to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed results of a search of the UCC filings made with respect to the Persons in the jurisdictions contemplated by the Collateral Questionnaire, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor disclosed by such search and evidence reasonably substance satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 7.01 or have been or will be contemporaneously released or terminated, and (C) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement required to perfect (subject to Section 4.7(b) of the Security Agreement, in the case of IP Rights) the Liens created under the Security Agreement; (v) the First Lien Pari Passu Intercreditor Agreement, duly executed by the Revolving Administrative Agent and each Loan Party; (vi) (A) Agent: a certificate of the secretary or an assistant secretary of the General Partner on behalf of the Parent Guarantor and the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the General Partner executing the Loan Party dated the Closing Date, Documents and certifying (I) that attached thereto is a true true, correct and complete copy of each Organization Document (A) the certificate of limited partnership or formation of such Loan Party party and all amendments thereto, certified (to the extent applicable) as of a recent date by the Secretary appropriate Governmental Authority in its jurisdiction of State incorporation or formation, (B) the limited partnership agreement, limited liability company agreement or other governing document of such party as in effect on the Execution Date, and (C) resolutions duly adopted by the board of directors (or equivalent Governmental Authorityother governing body) of such party authorizing and approving the state or jurisdiction of its organization, transactions contemplated hereunder and a certificate as to the good standing of each Loan Party and each Company Group Party as of a recent date, from such Secretary of State, (II) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such person it is a party, ; (III) as to the incumbency and specimen signature of each officer executing any Loan Document and (Biii) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (A) above; (vii) a favorable opinion of Bxxxx Bxxxx L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate signed by a Responsible Officer of the General Partner on behalf of the Parent Guarantor and the Borrower certifying (A) stating that all governmental and regulatory approvals necessary in connection with execution and delivery of this Agreement by the conditions specified in clauses (h) Parent Guarantor and (i) of Article IV the Borrower shall have been satisfied obtained and (B) be in full force and effect or stating that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) the Closing Date Projections; (x) certificates attesting to the Solvency of the Loan Parties, taken as a whole after giving effect to the Transaction, from the chief financial officer of Holdingssuch approvals are required; and (xiiv) a completed Collateral Questionnaire dated the Closing Date certificates evidencing existence and executed by a Responsible Officer good standing of each Loan Party, together with all attachments contemplated therebyissued by the applicable Governmental Authority of the state where each is organized. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid. (cb) The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced within two Business Days prior to the Closing Date. (d) At least three (3) Business Days prior to the Closing Date, (i) the Lenders shall have received all such documentation and other information as may be required by bank regulatory authorities under them in order to enable compliance with applicable “know-your-know your customer” and anti-money laundering rules and regulations, including the Uniting information required by the USA PATRIOT Act and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”) that has been requested at least ten (10) days prior to the Closing Date and (ii) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (e) The Administrative Agent shall have received from Parent the Audited Financial Statements referred to information described in Section 5.05(a) and the unaudited financial statements referred to in Section 5.05(b) (it being understood that the audited financial statements filed on Form 10-K or Form 10-Q with the SEC shall satisfy the condition set forth in this clause (e)). (f) No event, circumstance or change shall have occurred since the date of the Audited Financial Statements that has resulted, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect or a material adverse change in, or material adverse effect upon, the operations, business, properties, liabilities or financial condition of the Project Companies taken as a whole. (g) The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (h) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (i) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (g) and (h) of this Article IV have been satisfied on and as of the date of the applicable Credit Extension11.19. Without limiting the generality of the provisions of clause (f) the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article IVSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Execution Date specifying its objection thereto. The Administrative Agent shall notify the Lenders and the Borrower of the Execution Date, and such notice shall be conclusive and binding.

Conditions Precedent to Credit Extensions. The effectiveness 4.01 Conditions to Effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is subject to (Execution Date). This Agreement shall be effective upon satisfaction (or waiver in accordance with Section 11.01 10.01) of the following conditions precedent, on precedent set forth in this Section 4.01; provided that the obligations of the Lenders to make Credit Extensions hereunder are subject to satisfaction (or prior to November 30, 2021waiver in accordance with Section 10.01) of the conditions precedent set forth in Section 4.02 and Section 4.03: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, facsimiles or electronically transmitted “pdf” electronic copies of originals (followed as soon as reasonably practicable promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Execution Date (or, in the case of certificates of governmental officials, a recent date before the Closing Execution Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement;, in the number requested by the Administrative Agent; and (ii) the Sixth Amendment to Revolving Credit Agreement, duly executed by the Required Lenders (under, and as defined in, the Revolving Credit Agreement), the Revolving Administrative Agent and each Loan Party; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a pledge and security agreement, in substantially the form of Exhibit E (the “Security Agreement”), duly executed by each Loan Party, together with: (A) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions required to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed results of a search of the UCC filings made with respect to the Persons in the jurisdictions contemplated by the Collateral Questionnaire, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 7.01 or have been or will be contemporaneously released or terminated, and (C) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement required to perfect (subject to Section 4.7(b) of the Security Agreement, in the case of IP Rights) the Liens created under the Security Agreement; (v) the First Lien Pari Passu Intercreditor Agreement, duly executed by the Revolving Administrative Agent and each Loan Party; (vi) (A) a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (I) that attached thereto is a true and complete copy of each Organization Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization, and a certificate as to the good standing of each Loan Party and each Company Group Party as of a recent date, from such Secretary of State, (II) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, (III) as to the incumbency and specimen signature of each officer executing any Loan Document and (B) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (A) above; (vii) a favorable opinion of Bxxxx Bxxxx L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate signed by a Responsible Officer of the Borrower certifying either (i) (A) stating that all governmental and regulatory approvals necessary in connection with the conditions specified in clauses (h) execution and (i) delivery by the Borrower of Article IV this Agreement have been satisfied obtained and are in full force and effect, or (Bii) stating that there has been no event such consents, licenses or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) the Closing Date Projections; (x) certificates attesting to the Solvency of the Loan Parties, taken as a whole after giving effect to the Transaction, from the chief financial officer of Holdings; and (xi) a completed Collateral Questionnaire dated the Closing Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated therebyapprovals are required. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid. (cb) The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced within two Business Days prior to the Closing Date. (d) At least three (3) Business Days prior to the Closing Date, (i) the Lenders shall have received all such documentation and other information as may be required by bank regulatory authorities under them in order to enable compliance with applicable “know-your-know your customer” and anti-money laundering rules and regulations, including the Uniting information required by the USA PATRIOT Act and Strengthening America information described in Section 10.18. (c) Any expenses required to be paid by Providing Appropriate Tools Required the Borrower, to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”) that has been requested at least ten (10) days extent invoiced prior to the Closing Date and (ii) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Execution Date, shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partybeen paid. (ed) The Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs (related to Xxxxxx and Xxxxx, LLP) of the Administrative Agent shall have received from Parent the Audited Financial Statements referred to in Section 5.05(a) and the unaudited financial statements referred to in Section 5.05(b) (it being understood that the audited financial statements filed on Form 10-K or Form 10-Q with the SEC shall satisfy the condition set forth in this clause (e)). (f) No event, circumstance or change shall have occurred since the date of the Audited Financial Statements that has resulted, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect or a material adverse change in, or material adverse effect upon, the operations, business, properties, liabilities or financial condition of the Project Companies taken as a whole. (g) The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except Left Lead Arranger to the extent any invoiced prior to or on the Closing Date, plus such representation additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs (related to Xxxxxx and warranty itself is qualified Xxxxx, LLP) incurred or to be incurred by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of through the date of such Credit Extension, except to the extent closing proceedings (provided that such representations estimate shall not thereafter preclude a final settling of accounts between the Borrower and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (h) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (i) The Administrative Agent shall have received a Committed Loan Notice in accordance with and the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (g) and (h) of this Article IV have been satisfied on and as of the date of the applicable Credit ExtensionLeft Lead Arranger. Without limiting the generality of the provisions of clause (f) the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article IVSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, accepted or to be satisfied with, each document or other matter required thereunder under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Execution Date specifying its objection thereto. The Administrative Agent shall notify the Lenders and the Borrower of the Execution Date, and such notice shall be conclusive.

Conditions Precedent to Credit Extensions. Section 4.01 Conditions to the Initial Credit Extension on the Closing Date. The effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 11.01 10.01 of each of the following conditions precedent, on or prior to November 30, 2021except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt Agent shall have received all of the following, each of which shall be originals or electronically transmitted copies of originals facsimiles or “pdf” files (followed as soon as reasonably practicable promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) ), and each in form accompanied by their respective required schedules and substance reasonably satisfactory other attachments (and set forth thereon shall be all required information with respect to Holdings and its Subsidiaries, giving effect to the Administrative Agent and each of the Lenders:Transactions): (i) executed counterparts of (A) this AgreementAgreement from Holdings, the Borrower, the Administrative Agent, L/C Issuers and the initial Lenders, (B) the Holdings Guaranty from Holdings and the Administrative Agent, (C) the Subsidiary Guaranty from each Loan Party (other than Holdings) and the Administrative Agent, (D) the Intercompany Subordination Agreement and (E) the Perfection Certificate; (ii) the Sixth Amendment to Revolving Credit Security Agreement, duly executed by the Required Lenders (under, and as defined inHoldings, the Revolving Credit Agreement), the Revolving Administrative Agent Borrower and each Loan Party; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a pledge and security agreement, in substantially the form of Exhibit E (the “Security Agreement”), duly executed by each Loan PartySubsidiary Guarantor, together with:with (subject to Schedule 6.16): (A) certificates, if any, representing the Pledged Interests in the Borrower and, to the extent received by Holdings after Holdings’ use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (B) copies of proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all United States jurisdictions required that the Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of each Loan Party created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed results of a search of the UCC filings made with respect to the Persons in the jurisdictions contemplated by the Collateral Questionnaire, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 7.01 or have been or will be contemporaneously released or terminated, and (C) evidence of the completion of that all other actions, recordings and filings of or with respect to the Security Agreement required that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to Section 4.7(bthe Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of the duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by the Collateral Agent and each Loan Party that owns intellectual property that is required to be pledged in the case of IP Rights) the Liens created under accordance with the Security Agreement; (viv) the First Lien Pari Passu Intercreditor Agreement, duly a Note executed by the Revolving Administrative Agent Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice and a Letter of Credit Application, if applicable, in each Loan Partycase relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of Holdings (A) a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (I) that attached thereto is a true and complete copy of each Organization Document of such Loan Party certified (after giving effect to the extent applicableTransactions) substantially in the form attached hereto as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization, and a certificate as to the good standing of each Loan Party and each Company Group Party as of a recent date, from such Secretary of State, (II) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, (III) as to the incumbency and specimen signature of each officer executing any Loan Document and (B) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (A) aboveExhibit G; (vii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that Holdings, the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a favorable Material Adverse Effect; (viii) an opinion of Bxxxx Bxxxx L.L.P.Xxxxxx & Xxxxxxx LLP, special New York counsel to Holdings, the Loan PartiesBorrower and the Subsidiary Guarantors, addressed to the Administrative Agent and each LenderSecured Party, in form and substance reasonably satisfactory to the Administrative Agent;; and (viiiix) a certificate signed by of a Responsible Officer of the Borrower certifying (A) that the conditions specified condition set forth in clauses (hSection 4.01(d)(i)(A), 4.01(e), 4.01(f) and (i4.01(g) of Article IV have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;satisfied. (ixb) Holdings, the Borrower and the other Guarantors shall have provided the documentation and other information reasonably requested in writing at least ten business days prior to the Closing Date Projections; (x) certificates attesting by the Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and a Beneficial Ownership Certification, in each case at least three business days prior to the Solvency of the Loan Parties, taken as a whole after giving effect to the Transaction, from the chief financial officer of Holdings; and (xi) a completed Collateral Questionnaire dated the Closing Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby. (i) All fees required to be paid to or such shorter period as the Administrative Agent and the Arranger on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date, including pursuant to the Fee Letter, shall have been paidotherwise agree). (c) The Borrower Second Lien Facility Documentation required by the terms of the Second Lien Credit Agreement and the First Lien/Second Lien Intercreditor Agreement shall have paid all reasonable been duly executed and documented fees, charges and disbursements of counsel delivered by each Loan Party thereto to the Second Lien Administrative Agent directly to such counsel to and shall be in full force and effect, and substantially contemporaneously with the extent invoiced within two Business Days prior to funding of the Closing DateFacilities, the Second Lien Facility shall be funded. (d) At least three (3) Business Days prior to the Closing Date, (i) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001A) the “PATRIOT Act”) that has been requested at least ten (10) days prior to the Closing Date and (ii) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (e) The Administrative Agent shall have received from Parent the Audited Financial Statements referred to in Section 5.05(a) and the unaudited financial statements referred to in Section 5.05(b) (it being understood that the audited financial statements filed on Form 10-K or Form 10-Q with the SEC shall satisfy the condition set forth in this clause (e)). (f) No event, circumstance or change shall have occurred since the date of the Audited Financial Statements that has resulted, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect or a material adverse change in, or material adverse effect upon, the operations, business, properties, liabilities or financial condition of the Project Companies taken as a whole. (g) The representations and warranties of the Borrower and each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects respects; and (except to B) the extent any such representation and warranty itself is qualified by “materiality”Refinancing shall have been, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as concurrently with the initial funding of the date of such Credit ExtensionFacilities be, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier dateconsummated. (h) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (i) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (g) and (h) of this Article IV have been satisfied on and as of the date of the applicable Credit Extension. Without limiting the generality of the provisions of clause (f) of Section 9.03, for purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Credit Extensions. Section 4.01 Conditions to the Initial Credit Extension on the Closing Date. The effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or waiver in accordance with Section 11.01 10.01 of each of the following conditions precedent, on or prior to November 30, 2021except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt Agent shall have received all of the following, each of which shall be originals or electronically transmitted copies of originals (followed as soon as reasonably practicable by originals) facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (if applicable), each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:of (i) executed counterparts of (A) this AgreementAgreement from Holdings and the Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from each Subsidiary Guarantor, and (D) the Equal Priority Intercreditor Agreement from Holdings, the Borrower, the Administrative Agent and the First Lien Administrative Agent; (ii) the Sixth Amendment to Revolving Credit Security Agreement, duly executed by the Required Lenders (under, and as defined inHoldings, the Revolving Credit Agreement), the Revolving Administrative Agent Borrower and each Loan Party; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a pledge and security agreement, in substantially the form of Exhibit E (the “Security Agreement”), duly executed by each Loan PartySubsidiary Guarantor, together with: : (A1) to the extent not delivered to the Existing First Lien Administrative Agent as bailee for the Administrative Agent pursuant to the Equal Priority Intercreditor Agreement, certificates, if any, representing the Pledged Interests accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, and (2) copies of proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all United States jurisdictions required that the Administrative Agent may deem reasonably necessary in order to perfect the Liens on assets of Holdings, the Borrower and each Subsidiary Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, , and (B) completed results of a search of the UCC filings made with respect to the Persons in the jurisdictions contemplated by the Collateral Questionnaire, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 7.01 or have been or will be contemporaneously released or terminated, and (C3) evidence of the completion of that all other actions, recordings and filings of or with respect to the Security Agreement required that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created thereby (subject to Section 4.7(bthe Perfection Exceptions) of the Security Agreementshall have been taken, completed or otherwise provided for in the case of IP Rights) the Liens created under the Security Agreement; (v) the First Lien Pari Passu Intercreditor Agreement, duly executed by the Revolving Administrative Agent and each Loan Party; (vi) (A) a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (I) that attached thereto is a true and complete copy of each Organization Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization, and a certificate as to the good standing of each Loan Party and each Company Group Party as of a recent date, from such Secretary of State, (II) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, (III) as to the incumbency and specimen signature of each officer executing any Loan Document and (B) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (A) above; (vii) a favorable opinion of Bxxxx Bxxxx L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance manner reasonably satisfactory to the Administrative Agent; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in clauses (h) , and (i4) of Article IV have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to havean Intellectual Property Security Agreement, either individually or in the aggregate, a Material Adverse Effect; (ix) the Closing Date Projections; (x) certificates attesting to the Solvency of the Loan Parties, taken as a whole after giving effect to the Transaction, from the chief financial officer of Holdings; and (xi) a completed Collateral Questionnaire dated the Closing Date and duly executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby. (i) All fees Party that owns intellectual property that is required to be paid to the Administrative Agent and the Arranger on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid. (c) The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced within two Business Days prior to the Closing Date. (d) At least three (3) Business Days prior to the Closing Date, (i) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”) that has been requested at least ten (10) days prior to the Closing Date and (ii) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (e) The Administrative Agent shall have received from Parent the Audited Financial Statements referred to in Section 5.05(a) and the unaudited financial statements referred to in Section 5.05(b) (it being understood that the audited financial statements filed on Form 10-K or Form 10-Q with the SEC shall satisfy the condition set forth in this clause (e)). (f) No event, circumstance or change shall have occurred since the date of the Audited Financial Statements that has resulted, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect or a material adverse change in, or material adverse effect upon, the operations, business, properties, liabilities or financial condition of the Project Companies taken as a whole. (g) The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (h) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (i) The Administrative Agent shall have received a Committed Loan Notice pledged in accordance with the requirements hereof. Each Committed Loan Notice Collateral Documents; (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loansiii) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (g) and (h) of this Article IV have been satisfied on and as of the date of the applicable Credit Extension. Without limiting the generality of the provisions of clause (f) of Section 9.03, for purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.[reserved];

Conditions Precedent to Credit Extensions. Section 4.01 Conditions to Credit Extensions on the Closing Date. The effectiveness of this Agreement and the obligation of each Lender to make its initial a Credit Extension hereunder on the Closing Date is subject only to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent, on or prior to November 30, 2021except as otherwise agreed between the Holdings and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronically transmitted pdf copies of originals or other facsimiles (followed as soon as reasonably practicable promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) a Committed Loan Notice and, if applicable, a Letter of Credit Application, each in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iiiii) each Collateral Document set forth on Schedule 1.01C required to be executed on or prior to the Sixth Amendment to Revolving Credit AgreementClosing Date by the Loan Parties (as the case may be) as indicated on such schedule, duly executed by the Required Lenders (under, and as defined in, the Revolving Credit Agreement), the Revolving Administrative Agent and each Loan Party; (iii) a Note executed by the Borrower in favor of each Lender requesting a NoteParty thereto; (iv) a pledge and security agreement, in substantially copy of the form of Exhibit E (the “Security Agreement”), Engagement Letter duly executed and delivered by each Loan Party, together with: (A) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions required to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed results of a search of the UCC filings made with respect to the Persons in the jurisdictions contemplated by the Collateral Questionnaire, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 7.01 or have been or will be contemporaneously released or terminated, and (C) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement required to perfect (subject to Section 4.7(b) of the Security Agreement, in the case of IP Rights) the Liens created under the Security AgreementParent; (v) a copy of an Accession Deed (as defined in the First Lien Pari Passu Existing Intercreditor Agreement, ) duly executed and delivered by the Revolving Administrative Agent and each Loan Partyparty thereto; (vi) in the case of the Co-Borrower (Ai) a copy of the certificate or articles of incorporation, including all amendments thereto, of the Co-Borrower, certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and certificates of good standing (to the extent such concept exists) from such applicable Secretary of State, (ii) a certificate of the secretary or assistant secretary of each Loan Party the Co-Borrower dated on or about the Closing Date, date of this Agreement and certifying (IA) that attached thereto is a true and complete copy of each the Organization Document Documents of such Loan Party certified (the Co-Borrower as in effect on the date of that certificate and at all times since a date prior to the extent applicable) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization, and a certificate as to the good standing of each Loan Party and each Company Group Party as of a recent date, from such Secretary of Stateresolutions described in clause (B) below, (IIB) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of the Co-Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a partyparty and the borrowings to be made by it hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (IIIC) that the certificate or articles of incorporation or organization of the Co-Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Co-Borrower; and (Biii) a certificate of another Responsible Officer officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (Aii) above; (vii) a favorable opinion in the case of Bxxxx Bxxxx L.L.P., counsel the Borrower (i) an electronically delivered extract from the Luxembourg Companies Register pertaining to the Loan PartiesBorrower dated not earlier than one Business Day before the date of this Agreement, addressed (ii) a copy of the up-to-date articles of incorporation, including all amendments thereto, of the Borrower, (iii) a copy of a certificate of non-registration of judgments (certificate de non inscription d’une décision judiciaire), issued by the Luxembourg Register of Commerce and Companies with regard to the Administrative Agent Borrower dated on the date of this Agreement, and (iv) a certificate of an authorized signatory of the Borrower dated on or about the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the Organization Documents of the Borrower as in effect on the date of that certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of managers of the Borrower, the board of directors or managers or similar governing body of each Lendersuch entity authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in form full force and substance reasonably satisfactory to the Administrative Agenteffect and (C) a specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of each such entity; (viii) a certificate signed by a Responsible Officer In the case of the Borrower certifying Dutch Loan Parties (1) A copy of the articles of association (statuten) and deed of incorporation (oprichtingsakte) of each Dutch Loan Party, as well as an extract (uittreksel) from the Dutch Commercial Register (Handelsregister) of such Dutch Loan Party. (2) A copy of a resolution of the board of managing directors of each Dutch Loan Party: (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it executes the conditions specified in clauses (h) and (i) of Article IV have been satisfied and Loan Documents to which it is a party; (B) if applicable, authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) confirming that there has been are no event or circumstance since works councils with jurisdiction over the date transactions contemplated by this Agreement. (3) If applicable, a copy of the Audited Financial Statements that has had or could be reasonably expected resolution of the board of supervisory directors of each Dutch Loan Party approving the resolutions of the board of managing directors referred to haveunder (b) above. (4) A copy of the resolution of the shareholder(s) of each Dutch Loan Party approving the resolutions of the board of managing directors referred to under (b) above. (5) A specimen of the signature of each member of the board of managing directors of each Dutch Loan Party and, either individually or if applicable, each person authorised by the resolutions referred to in paragraph (b) sub (ii) and/or (iii) above in relation to the aggregate, a Material Adverse Effect;Loan Documents. (ix) In the Closing Date Projections;case of a Cyprus Loan Party: (x1) certificates attesting to the Solvency A copy of the constitutional documents (including memorandum and articles of association (in Greek and in English), certificate of incorporation, certificates of change of name (if any), certificate of directors and secretary, certificate of shareholders, certificate of registered office address, certificate of good standing and certificate of solvency) of the Cyprus Loan PartiesParty issued by the Cyprus registrar of companies and, taken as a whole after giving effect to in the Transaction, from case of the chief financial officer certificate of Holdings; and (xi) a completed Collateral Questionnaire dated the Closing Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby. (i) All fees required to be paid to the Administrative Agent good standing and the Arranger on or before the Closing Datecertificate of solvency, including pursuant to the Fee Letter, shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid. (c) The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced within two Business Days prior dated as nearly as possible to the Closing Date. (d2) At A copy of a resolution of the board of directors of the Cyprus Loan Party: (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; (C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Loan Documents to which it is a party; and (D) approving the Cyprus Law Pledge Amendment and Restatement Agreement (as defined in Schedule 1.01C). (3) A copy of a resolution signed by all the holders of the issued shares in the Cyprus Loan Party approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party. (4) A copy of the power of attorney (if any) issued by the Cyprus Loan Party in favour of the person or persons authorised by the resolution referred to in (2) above to sign the Loan Documents to which it is a party on its behalf. (5) A specimen of the signature of each person authorised by the resolution referred to in paragraph (2) above. (6) A certificate of the Cyprus Loan Party (signed by an authorised signatory) confirming that securing/guaranteeing such Credit Extension and the Loans would not cause any security, guarantee or other similar limit binding on the Cyprus Loan Party to be exceeded. (7) An incumbency certificate from the secretary of the Cyprus Loan Party addressed to the Cyprus counsel for the Agents in a form acceptable to them; (8) A copy of the power of attorney issued by the Cyprus Loan Party in favour of Holdings in relation to the matters set out in Section 1.10(c); (9) A certificate of the Cyprus Loan Party (signed by an authorized signatory), attaching thereto copies of, inter alia, the documents referred to in paragraphs (ix)(1) to (ix)(8) certifying that each copy of such document relating to it specified in this Section 4.01 (ix) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement (10) Evidence in the form of an extract from the register of charges of the Cyprus Loan Party, certified by its secretary, showing that particulars of each Collateral Document to which the Cyprus Loan Party is a party have been entered in the register of charges of the Cyprus Loan Party. (x) in the case of a Loan Party incorporated or situated in the UK or the island of Guernsey, (i) a copy of the Organization Documents pertaining to each such entity and (ii) a certificate of an authorized signatory of each such entity dated on or about the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the Organization Documents of each such entity as in effect on the date of that certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or written resolutions of the directors of each such entity approving the terms of, and the transactions contemplated by and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) a specimen signature of each director or authorised signatory authorised to execute any Loan Document or any other document delivered in connection herewith on behalf of each such entity, (D) that the guaranteeing, borrowing or securing by it of amounts under the Loan Documents would not cause any limit binding on it to be exceeded, and (E) in respect of any Loan Party organized or situated in the island of Guernsey, a copy of its register of members with a note of the security created over the issued shares in favor of the Collateral Agent noted thereon; (xi) in the case of an Australian Loan Party: (1) a certified copy of the certificate of registration of the Australian Loan Party; (2) a certified copy of the constitution of the Australian Loan Party; (3) a certified copy of the board minutes of a meeting of the directors of the Australian Loan Party which: (A) provides evidence of the directors’ decision for the Australian Loan Party to execute the Loan Documents (to which it is proposed to become a party) (which, for this purpose, shall be taken to include the confirmation deed between, amongst others, each of the Australian Loan Parties and the Collateral Agent (the “Confirmation Deed”)); (B) provides evidence of the appointment of the attorney appointed to execute the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed, if the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed are to be executed under power of attorney; and (C) acknowledges that the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed will benefit the Australian Loan Party; (4) a certified copy of the sole member’s circulating resolution of the Australian Loan Party or a resolution of the members of the Australian Loan Party (as applicable) which resolves to authorize the Australian Loan Party’s execution of the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed; (5) if the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed are to be executed under power of attorney, a certified copy of the power of attorney together with a certified extract of board minutes evidencing the appointment of the attorney appointed to execute the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed; (6) a director’s certificate which (i) attaches the documents referred to in sub-paragraphs (1) to (5) (inclusive) above and (ii) certifies that: (A) the Australian Loan Party has been duly incorporated and is validly existing; (B) the Australian Loan Party has power to execute the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed; (C) the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed do not contravene the Australian Loan Party’s constitution or cause a limitation on the Australian Loan Party’s powers or the powers of its directors to be exceeded; (D) the Australian Loan Party benefits from executing the Loan Documents (to which the Australian Loan Party is proposed to become a party) and the Confirmation Deed; and (E) each of the documents attached to the certificate is correct, complete, in full force and effect and has not been amended or superseded as at the date of the certificate; (xii) an opinion from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties and (ii) each local counsel listed on Schedule 4.01, in each case (A) dated on or about the date of this Agreement, (B) addressed to the Administrative Agent, the L/C Issuers and the Lenders, and (C) covering such customary matters (taking into account customary practice in non-U.S. jurisdictions) relating to the capacity of the respective entities to execute Loan Documents and the Transactions as the Administrative Agent shall reasonably request; (xiii) an opinion from Xxxxxx & Xxxxxxx, English law counsel to the Secured Parties (A) dated on or about the date of this Agreement, (B) addressed to the Administrative Agent, the L/C Issuers and the Lenders, and (C) covering such customary matters (taking into account customary practice in non-U.S. jurisdictions) relating to the enforceability of the Loan Documents and the Transactions as the Administrative Agent shall reasonably request; (xiv) a fully executed version of the Existing Intercreditor Agreement, as amended and restated on or about the Closing Date; (xv) a fully executed Mezzanine Facility Agreement, including an amendment or consent thereto entered into on or prior to the Closing Date; (xvi) the Original Financial Statements; (xvii) Ancillary Facility Documents in effect as of the Closing Date; and (xviii) The agreed list of Approved Revolving Lenders. (b) The Closing Fee and all fees and expenses due to the Administrative Agent, the Lead Arrangers, the Lenders and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three (3) Business Days prior before the Closing Date (except as otherwise reasonably agreed by Holdings) shall have been paid from the proceeds of the initial funding under the Facilities, including fees pursuant to the Engagement Letter. (c) Substantially concurrently with the initial Borrowing on the Closing Date, the Refinancing shall have been consummated. (id) the Lenders The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “USA PATRIOT Act”) that has been , in each case to the extent requested by the Administrative Agent in writing at least ten five (105) days Business Days prior to the Closing Date and (ii) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partydate of this Agreement(1). (e) The Administrative Agent shall have received from Parent a copy of the Audited Financial Statements referred to in Section 5.05(a) and the unaudited audited consolidated financial statements referred to in Section 5.05(b) (it being understood that of Parent and its Restricted Subsidiaries for the audited financial statements filed on Form 10-K or Form 10-Q with fiscal year of the SEC shall satisfy the condition set forth in this clause (e))Parent ending March 31, 2014. (f) No event, circumstance or change shall have occurred since the date of the Audited Financial Statements that has resulted, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect or a material adverse change in, or material adverse effect upon, the operations, business, properties, liabilities or financial condition of the Project Companies taken as a whole. (g) The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (h) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (i) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (g) and (h) of this Article IV have been satisfied on and as copy of the date of tax structure memorandum prepared by Ernst & Young LLP (the applicable Credit Extension. Without limiting the generality of the provisions of clause (f) of Section 9.03, for purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto“Tax Structure Memorandum”).

Conditions Precedent to Credit Extensions. Section4.01. Conditions to the Initial Credit Extension on the Closing Date. The effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 11.01 10.01 of each of the following conditions precedent, on or prior to November 30, 2021except as otherwise agreed between the Borrower and the Administrative Agent: (ai) The Administrative Agent’s receipt Agent shall have received all of the following, each of which shall be originals or electronically transmitted copies of originals facsimiles or “pdf” files (followed as soon as reasonably practicable promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date) ), and each in form accompanied by their respective required schedules and substance reasonably satisfactory other attachments (and set forth thereon shall be all required information with respect to Holdings and its Subsidiaries, giving effect to the Administrative Agent and each of the Lenders:Transactions): (i1) executed counterparts of (A) this AgreementAgreement from Holdings, the Borrower, the Administrative Agent, L/C Issuers and the initial Lenders, (B) the Holdings Guaranty from Holdings and the Administrative Agent, (C) the Subsidiary Guaranty from each Loan Party (other than Holdings) and the Administrative Agent, (D) the Intercompany Subordination Agreement and (E) the Perfection Certificate; (ii2) the Sixth Amendment to Revolving Credit Security Agreement, duly executed by the Required Lenders (under, and as defined inHoldings, the Revolving Credit Agreement), the Revolving Administrative Agent Borrower and each Loan Party;Subsidiary Guarantor, together with (subject to Schedule 6.16): (iiia) a Note executed by certificates, if any, representing the Pledged Interests in the Borrower and, to the extent received by Holdings after Holdings’ use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in favor blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of each Lender requesting a Note;transfer, as applicable) shall have been delivered to the Collateral Agent, (ivb) a pledge and security agreement, in substantially the form copies of Exhibit E (the “Security Agreement”), duly executed by each Loan Party, together with: (A) proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all United States jurisdictions required that the Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of each Loan Party created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed results of a search of the UCC filings made with respect to the Persons in the jurisdictions contemplated by the Collateral Questionnaire, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 7.01 or have been or will be contemporaneously released or terminated, and (Cc) evidence of the completion of that all other actions, recordings and filings of or with respect to the Security Agreement required that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to Section 4.7(bthe Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of the duly executed payoff letters, customary lien searches and UCC-3 termination statements); (3) an Intellectual Property Security Agreement, duly executed by the Collateral Agent and each Loan Party that owns intellectual property that is required to be pledged in the case of IP Rights) the Liens created under accordance with the Security Agreement; (v4) the First Lien Pari Passu Intercreditor Agreement, duly a Note executed by the Revolving Administrative Agent and Borrower in favor of each Loan PartyLender requesting a Note reasonably in advance of the Closing Date; (vi5) a Committed Loan Notice and a Letter of Credit Application, if applicable, in each case relating to the initial Credit Extension; (6) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (7) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence (A) a certificate the identity, authority and capacity of each Responsible Officer of the secretary or assistant secretary of each Loan Party dated Parties acting as such in connection with this Agreement and the Closing Date, certifying other Loan Documents and (IB) that attached thereto Holdings, the Borrower and each Subsidiary Guarantor is a true duly organized or formed, and complete copy that each of each Organization Document of such Loan Party certified (them is validly existing and, to the extent applicable) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization, and a certificate as in good standing, except to the good standing of each Loan Party and each Company Group Party as of extent that failure to be so qualified could not reasonably be expected to have a recent date, from such Secretary of State, (II) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, (III) as to the incumbency and specimen signature of each officer executing any Loan Document and (B) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (A) aboveMaterial Adverse Effect; (vii) a favorable 8) an opinion of Bxxxx Bxxxx L.L.P.Xxxxxx & Xxxxxxx LLP, special New York counsel to Holdings, the Loan PartiesBorrower and the Subsidiary Guarantors, addressed to the Administrative Agent and each LenderSecured Party, in form and substance reasonably satisfactory to the Administrative Agent;; and (viii9) a certificate signed by of a Responsible Officer of the Borrower certifying (A) that the conditions specified condition set forth in clauses (hSection 4.01(d)(i)(A), 4.01(e), 4.01(f) and (i4.01(g) of Article IV have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) the Closing Date Projections; (x) certificates attesting to the Solvency of the Loan Parties, taken as a whole after giving effect to the Transaction, from the chief financial officer of Holdings; and (xi) a completed Collateral Questionnaire dated the Closing Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated therebysatisfied. (iii) All fees required to be paid to Holdings, the Administrative Agent Borrower and the Arranger on or before the Closing Date, including pursuant to the Fee Letter, other Guarantors shall have been paid and (ii) all fees required to be paid to provided the Lenders on or before the Closing Date, including pursuant to the Fee Letter, shall have been paid. (c) The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced within two Business Days prior to the Closing Date. (d) At least three (3) Business Days prior to the Closing Date, (i) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”) that has been reasonably requested in writing at least ten (10) business days prior to the Closing Date and (ii) any Loan Party that qualifies by the Arrangers as a they reasonably determine is required by regulatory authorities under applicable “legal entity know your customer” under and anti-money-laundering rules and regulations, including, without limitation, the Beneficial Ownership Regulation shall have deliveredPATRIOT Act, to each Lender that so requests, and a Beneficial Ownership Certification Certification, in relation each case at least three business days prior to the Closing Date (or such Loan Party. (e) The shorter period as the Administrative Agent shall have received from Parent the Audited Financial Statements referred to in Section 5.05(a) and the unaudited financial statements referred to in Section 5.05(b) (it being understood that the audited financial statements filed on Form 10-K or Form 10-Q with the SEC shall satisfy the condition set forth in this clause (e)otherwise agree). (fiii) No event, circumstance or change The Second Lien Facility Documentation required by the terms of the Second Lien Credit Agreement and the First Lien/Second Lien Intercreditor Agreement shall have occurred since been duly executed and delivered by each Loan Party thereto to the date Second Lien Administrative Agent and shall be in full force and effect, and substantially contemporaneously with the funding of the Audited Financial Statements that has resulted, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect or a material adverse change in, or material adverse effect uponFacilities, the operations, business, properties, liabilities or financial condition of the Project Companies taken as a wholeSecond Lien Facility shall be funded. (giv) The (i) (A) the representations and warranties of the Borrower and each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects respects; and (except B) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (1) All fees required to be paid on the Closing Date pursuant to this Agreement, the Engagement Letter, the Agency Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement, the Engagement Letter and the Agency Fee Letter, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Facilities). (v) Since December 31, 2018, there shall not have occurred any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (hvi) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom on the Closing Date. (ivii) The Administrative Agent Acquisition shall have received a Committed Loan Notice in accordance been consummated or, substantially concurrently with the requirements hereof. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Borrower initial borrowing under this Agreement, shall be deemed to be a representation and warranty that consummated, in whole or in part, with the conditions specified in clauses (g) and (h) of this Article IV have been satisfied on and as proceeds of the date of Preferred Equity, the applicable Credit ExtensionTerm Loans and the Second Lien Loans. Without limiting the generality of the provisions of clause (f) of Section 9.03, for purposes of determining compliance with the conditions specified in this Article IVSection 4.01, each Lender that has signed this Agreement as of the Closing Date shall be deemed to have consented to, approved or accepted, accepted or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.