Common use of Conditions to Amendment Effective Date Clause in Contracts

Conditions to Amendment Effective Date. The amendments and the Commitment Increase set forth in ARTICLE I shall become effective as of the date (the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The Agent shall have received an executed counterpart of this Amendment from each Borrower, Lenders comprising the Majority Lenders, each Increasing Lender and the New Lender. (b) The Agent shall have received a Note for each Increasing Lender or New Lender requesting the same pursuant to Section 2.16 of the Credit Agreement, payable to the order of each such Lender, dated as of the Amendment Effective Date and duly completed and executed by each Borrower. (c) The Agent shall have received in form and substance reasonably satisfactory to the Agent: (i) a certificate (the statements contained in which shall be true) from a duly authorized officer of each Borrower to the effect that (A) all representations and warranties of such Borrower contained in this Amendment, the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) on and as of the Amendment Effective Date after giving effect to this Amendment; (B) immediately before and after giving effect to this Amendment and the transactions contemplated hereby (including, without limitation, the Commitment Increase), no Unmatured Default or Event of Default has occurred and is continuing; and (C) the Borrower has satisfied each of the conditions set forth in this Section 3.1; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of organization of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws of such Borrower as in effect on the Amendment Effective Date and (C) resolutions duly adopted by the board of directors (or other governing body) of such Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party; (iii) certificates as of a recent date of the good standing of each Borrower under the laws of its jurisdiction of organization, and, to the extent requested by the Agent, each other jurisdiction where such Borrower is qualified to do business; (iv) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Amendment and the Credit Agreement (as amended by this Amendment), certified by the Secretary or an Assistant Secretary of each Borrower; and (v) favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of (A) Xxxxxxx Coie LLP, counsel for the Borrowers and (B) local counsel for the Borrowers, in each case, in form and substance reasonably acceptable to the Agent. (d) The Borrowers shall have paid (A) to the Agent, the Joint Arrangers, and the Lenders, as applicable, the fees set forth in the Commitment Letter, dated November 19, 2024, among the Borrowers, the Agent and the Joint Arrangers (the “Commitment Letter”) and each Fee Letter (as such term is defined in the Commitment Letter), and (B) subject to the Commitment Letter and each Fee Letter, the reasonable fees and out-of-pocket expenses of the Agent (including reasonable and documented fees and out-of-pocket expenses of counsel) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment to the extent invoiced prior to the date hereof. (e) The Borrowers shall have provided to the Agent and the Lenders, at least five (5) Business Days prior to the Amendment Effective Date, (i) the documentation and other information requested by the Agent and the Lenders in writing at least ten (10) Business Days prior to the Amendment Effective Date in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall have delivered to each Lender requesting the same at least ten (10) Business Days prior to the Amendment Effective Date a Beneficial Ownership Certification in relation to such Borrower.

Conditions to Amendment Effective Date. The amendments and the Commitment Increase set forth in ARTICLE I This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) when, and only when, each upon satisfaction of the following conditions precedent shall have been satisfiedprecedent: (a) The the Administrative Agent shall have received, from each of the Borrower, the Administrative Agent and Lenders under the Existing Credit Agreement as of the Amendment Effective Date, a counterpart of this Amendment, signed on behalf of such party; (b) the Administrative Agent shall have received an the Security Agreement in the form attached hereto as Annex II attached hereto duly executed counterpart of this Amendment from each Borrower, Lenders comprising by the Majority Lenders, each Increasing Lender Loan Parties and the New Lender.Collateral Agent; (bc) The the Administrative Agent shall have received a Note for the Intellectual Property Security Agreements (if any) substantially in the forms attached to the Security Agreement signed on behalf of each Increasing Lender or New Lender requesting party thereto; (d) the same pursuant to Section 2.16 of Administrative Agent shall have received the Credit Intercreditor Agreement, payable to in the order of each such Lenderform attached hereto as Annex III, dated as of the Amendment Effective Date and Date, duly completed and executed by the Administrative Agent and Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Term Loan Credit Agreement, and the Consent of Grantors with respect thereto signed by each Borrower.Loan Party; (ce) The the Administrative Agent shall have received the Third Amended and Restated Guaranty in the form attached hereto as Annex IV attached hereto duly executed by the Subsidiary Guarantors; (f) the Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Collateral Agent and the Lenders and dated the Amendment Effective Date) of (i) Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties and (ii) in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions; (g) the Administrative Agent shall have received results of a recent customary search of all tax liens and judgment liens with respect to any personal or mixed property of any Loan Party in the appropriate jurisdictions, together with copies of all such filings disclosed by such search; (h) subject to Section 5.10 of the Amended Credit Agreement, the Collateral Agent shall have received each document (including any UCC (or similar) financing statement) required by the applicable Collateral Documents under law to be filed, registered or recorded in order to create in favor of the Collateral Agent:, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered on the Amendment Effective Date, prior in right to any other Person (other than with respect to Liens permitted under the Amended Credit Agreement), each such document shall be in proper form for filing, registration or recordation and such documents shall include, but are not limited to a completed Perfection Certificate, dated the Amendment Effective Date and executed by or on behalf of the Loan Parties; (i) a certificate the Administrative Agent shall have received (the statements contained in which shall be truei) from a duly authorized officer resolutions and other evidence of each Borrower to the effect that (A) all representations and warranties of such Borrower contained in authority authorizing this Amendment, the Credit Agreement Amendment and the other Loan Documents are trueand the other transactions contemplated hereby, correct and complete in all material respects (except to ii) a good standing certificate or the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effectequivalent, if any, in which case, such representation and warranty shall be true, correct and complete in all respects) on and as the jurisdiction of the Amendment Effective Date after giving effect to this Amendment; (B) immediately before and after giving effect to this Amendment and the transactions contemplated hereby (including, without limitation, the Commitment Increase), no Unmatured Default or Event organization of Default has occurred and is continuing; each Loan Party and (C) the Borrower has satisfied each of the conditions set forth in this Section 3.1; (iiiii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party certifying as to the incumbency names and genuineness true signatures of the signature officers of each officer of such Loan Party authorized to sign the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is attaching such Person’s certificate of incorporation and bylaws or other equivalent organizational documents (j) the Administrative Agent shall have received a truesolvency certificate, correct in form and complete substance reasonably satisfactory to the Administrative Agent, from a Financial Officer of the Borrower; (k) the Administrative Agent shall have received a copy of (A) the articles or certificate of organization of such Borrower and all amendments theretoTerm Loan Credit Agreement, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws of such Borrower as in effect on the Amendment Effective Date Date, certified as true and (C) resolutions duly adopted correct copies thereof by a Responsible Officer of the board of directors (or other governing body) of such Borrower authorizing and approving the transactions contemplated hereunder and the executionBorrower, delivery and performance of this Amendment and the other Loan Documents to which it is together with a party; (iii) certificates as certificate of a recent date Responsible Officer of the good standing of each Borrower under the laws of its jurisdiction of organization, and, to the extent requested by the Agent, each other jurisdiction where such Borrower is qualified to do business; (iv) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Amendment and the Credit Agreement (as amended by this Amendment), certified by the Secretary or an Assistant Secretary of each Borrower; and (v) favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of (A) Xxxxxxx Coie LLP, counsel for the Borrowers and (B) local counsel for the Borrowers, in each case, in form and substance reasonably acceptable to the Agent. (d) The Borrowers shall have paid (A) to the Agent, the Joint Arrangers, and the Lenders, as applicable, the fees set forth in the Commitment Letter, dated November 19, 2024, among the Borrowers, the Agent and the Joint Arrangers (the “Commitment Letter”) and each Fee Letter (as such term is defined in the Commitment Letter), and (B) subject to the Commitment Letter and each Fee Letter, the reasonable fees and out-of-pocket expenses of the Agent (including reasonable and documented fees and out-of-pocket expenses of counsel) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment to the extent invoiced prior to the date hereof. (e) The Borrowers shall have provided to the Agent and the Lenders, at least five (5) Business Days prior to the Amendment Effective Date, (i) stating that such agreement remain in full force and effect and that none of the documentation and other information requested by the Agent and the Lenders Loan Parties has breached or defaulted in writing at least ten (10) Business Days prior to the Amendment Effective Date any of its obligations under such agreements in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations material respect and (ii) confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 3; (l) to the extent any the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall have delivered at least five days prior to each the Amendment Effective Date, any Lender requesting that has requested, in a written notice to the same Borrower at least ten (10) Business Days days prior to the Amendment Effective Date Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such BorrowerBeneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (m) shall be deemed to be satisfied); and (m) the Administrative Agent shall have received payment of all fees and other amounts due and payable on or prior to the Amendment Effective Date, including the Administrative Agent’s and its affiliates’ reasonable out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with this Amendment.

Conditions to Amendment Effective Date. The amendments and the Commitment Increase set forth in ARTICLE I shall become effective provisions of clause 3.1 (Amendments as of the date (the “Amendment Effective Date”) when, and only when, each of this Amendment Agreement shall be effective on the following conditions precedent shall have been satisfiedAmendment Effective Date if the Agent has received the following: (a) The Agent shall have received an executed counterpart counterparts of this Amendment from each Agreement executed by the Borrower, Lenders comprising the Majority Lenders, each Increasing Lender Company and the New Lender (or receipt by the Agent of evidence satisfactory to the Agent of the execution thereof by the Borrower, the Company and the Lender.); (b) The Agent shall have received a Note for each Increasing Lender or New Lender requesting copies of (i) the same pursuant to Section 2.16 Bylaws of the Credit Company, (ii) the resolutions of the Board of Directors of each of the Borrower and the Company, approving this Amendment Agreement, payable and (iii) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the order of this Amendment Agreement, in each such Lender, dated case certified as of the Amendment Effective Date and duly completed and executed by each Borrower. (c) The Agent shall have received in form and substance reasonably satisfactory to the Agent: (i) a certificate (the statements contained in which shall be true) from a duly authorized officer of each Borrower to the effect that (A) all representations and warranties of such Borrower contained in this Amendment, the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) on and as of the Amendment Effective Date after giving effect to this Amendment; (B) immediately before and after giving effect to this Amendment and the transactions contemplated hereby (including, without limitation, the Commitment Increase), no Unmatured Default or Event of Default has occurred and is continuing; and (C) the Borrower has satisfied each of the conditions set forth in this Section 3.1; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of organization of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws of such Borrower as in effect on the Amendment Effective Date and (C) resolutions duly adopted by the board of directors (or other governing body) of such Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party; (iii) certificates as of a recent date of the good standing of each Borrower under the laws of its jurisdiction of organization, and, to the extent requested by the Agent, each other jurisdiction where such Borrower is qualified to do business; (iv) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Amendment and the Credit Agreement (as amended by this Amendment), certified by the Secretary or an Assistant Secretary of each Borrower; andthe Borrower or the Company, as applicable; (vc) favorable opinionsa certificate of the Secretary, which permit reliance by permitted assigns an Assistant Secretary or an officer of each of the Agent Borrower and the LendersCompany, dated the Amendment Effective Date, certifying the names and true signatures of (A) Xxxxxxx Coie LLPthe officers of the Borrower or the Company, counsel for as the Borrowers case may be, authorized to sign this Amendment Agreement and (B) local counsel for the Borrowers, in each case, in form and substance reasonably acceptable other documents to be delivered by the Agent.Borrower or the Company hereunder; (d) The Borrowers shall have paid (A) a certificate of the Secretary, an Assistant Secretary or an officer of each of the Borrower and the Company, dated the Amendment Effective Date, certifying the correctness and completeness of the copies of the Borrower’s Bylaws and the Borrower’s and the Company’s Certificate of Incorporation or other constitutive documents previously delivered to the AgentInitial Lender, the Joint Arrangerstogether, and the Lenders, as applicable, the fees set forth in the Commitment Letter, dated November 19, 2024, among the Borrowers, the Agent and the Joint Arrangers (the “Commitment Letter”) and each Fee Letter (as such term is defined in the Commitment Letter), and (B) subject to the Commitment Letter and each Fee Letter, the reasonable fees and out-of-pocket expenses case of the Agent (including reasonable and documented fees and out-of-pocket expenses Company, with a good standing certificate from the state of counsel) incurred in connection with the preparationits incorporation, negotiation, execution and delivery of this Amendment each to the extent invoiced prior to the be dated a recent date hereof. (e) The Borrowers shall have provided to the Agent and the Lenders, at least five (5) Business Days prior to the Amendment Effective Date, ; and (ie) the documentation and other information requested payment by the Agent and Company to the Lenders in writing at least ten Lender, for the account of the Lender, of an amendment fee equal to 0.10% of the aggregate principal amount of the Advances with respect to which the Maturity Date is extended by this Amendment Agreement (10) Business Days after giving effect to any repayment prior to the January 19, 2016, including any such repayment required pursuant to Section 3.1(b)), which fee shall be payable to Lloyds Bank plc, as Agent, account number: 00000000, sort code: 30-15-57, SWIFT: LOYDGB22TSY, reference: CSC UK/Amendment Effective Date in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall have delivered to each Lender requesting the same at least ten (10) Business Days prior to the Amendment Effective Date a Beneficial Ownership Certification in relation to such BorrowerFee.

Conditions to Amendment Effective Date. The amendments and amendment contained in Section 4 shall not be effective unless each of the Commitment Increase conditions precedent set forth in ARTICLE I shall become effective as Section 2 and each of the following conditions precedent is satisfied (the date (on which all such conditions have been satisfied being referred to herein as the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:): (a) The the Administrative Agent shall have received an (i) counterparts of the Intercreditor Agreement (substantially in the form of Annex C hereto) executed counterpart of this Amendment from each Borrowerby the Administrative Agent, Lenders comprising the Majority LendersSecond Lien Agent (as defined therein), each Increasing Lender Holdings and the New Lender.Borrower and (ii) an Assumption Agreement (as defined in the Guarantee and Collateral Agreement), executed by IASG and each of its Subsidiaries, joining the Guarantee and Collateral Agreement as an Additional Grantor (as defined in the Guarantee and Collateral Agreement), together with updated schedules thereto as applicable; (b) The the Administrative Agent shall have received signed authorization to execute this Amendment from the Required Lenders and the Majority Facility Lenders with respect to each Facility; (c) the Acquisition and related transactions shall have been consummated simultaneously with the effectiveness of this Amendment, and the Acquisition Agreement and all other related documentation shall be reasonably satisfactory to the Administrative Agent; IASG shall have received the consent of the requisite holders of the IASG Notes to the exchange of such IASG Notes for Second Lien Notes and to remove all restrictive covenants required therein, and an amount sufficient to defease in full all IASG Notes not so exchanged for Second Lien Notes shall have been irrevocably deposited with the trustee for the holders of such IASG Notes concurrently with the consummation of the Acquisition; and the Second Lien Indenture and all other related documentation shall be reasonably satisfactory to the Administrative Agent; (d) no indebtedness of IASG, other than indebtedness permitted to exist pursuant to the Credit Agreement as amended hereby, shall exist upon the consummation of the Acquisition; (e) all governmental and material third party approvals (i) required in the Acquisition Agreement, and (ii) necessary in connection with this Amendment (including stockholder approvals, if any) shall have been obtained and be in full force and effect or (in the case of clause (i)) waived in accordance with the Acquisition Agreement; provided no such waiver that would be materially adverse to the Lenders shall be permitted without the prior written consent of the Administrative Agent, not to be unreasonably withheld; (f) the Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where IASG and its Subsidiaries are organized and where assets of IASG and its Subsidiaries are located, and such search shall reveal no liens on any of the assets of the Loan Parties except for Liens permitted by Section 8.3 of the Credit Agreement or discharged on or prior to the Amendment Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment Effective Date; (h) the Administrative Agent shall have received a Note certificate of each Loan Party, dated the Amendment Effective Date, substantially in the form of Exhibit B to the Credit Agreement, with appropriate insertions and attachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party and a long form good standing certificate for each Increasing Lender Loan Party from its jurisdiction of organization; provided that in lieu of delivering certificates of incorporation for each Loan Party, Borrower may deliver a certificate of a duly authorized officer certifying that there have been no material amendments to those certificates of incorporation previously delivered to BSCL, as the Administrative Agent, in connection with Original Credit Agreement or New Lender requesting the same Restatement Effective Date; (i) the Lead Arranger shall have received the following executed legal opinions: the legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to Holdings and its Subsidiaries, in form reasonably satisfactory to the Administrative Agent; and, if requested by the Administrative Agent, legal opinions of local counsel in each jurisdiction where Mortgaged Property is located, in each case in form reasonably satisfactory to the Administrative Agent. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require; (j) the Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock of IASG and its Subsidiaries pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) of IASG and its Subsidiaries pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (k) each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 2.16 8.3 of the Credit Agreement), payable to the order of each such Lendershall be in proper form for filing, dated as of the Amendment Effective Date and duly completed and executed by each Borrower.registration or recordation; (cl) The (i) the Administrative Agent shall have received in form Mortgages with respect to each Mortgaged Property listed on the modification to Schedule 1.1(c), executed and substance reasonably satisfactory to the Agent: (i) a certificate (the statements contained in which shall be true) from delivered by a duly authorized officer of each Borrower to party thereto in recordable form in the effect that (A) all representations and warranties of such Borrower contained in this Amendment, the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, applicable state in which case, such representation and warranty shall be true, correct and complete in all respects) on and as of the Amendment Effective Date after giving effect to this Amendment; (B) immediately before and after giving effect to this Amendment and the transactions contemplated hereby (including, without limitation, the Commitment Increase), no Unmatured Default or Event of Default has occurred and Mortgaged Property is continuing; and (C) the Borrower has satisfied each of the conditions set forth in this Section 3.1located; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of organization of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws of such Borrower as in effect on the Amendment Effective Date and (C) resolutions duly adopted by the board of directors (or other governing body) of such Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party; (iii) certificates as of a recent date of the good standing of each Borrower under the laws of its jurisdiction of organization, and, to the extent requested by the Agent, each other jurisdiction where such Borrower is qualified to do business; (iv) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Amendment and the Credit Agreement (as amended by this Amendment), certified by the Secretary or an Assistant Secretary of each Borrower; and (v) favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of (A) Xxxxxxx Coie LLP, counsel for the Borrowers and (B) local counsel for the Borrowers, in each case, in form and substance reasonably acceptable to the Agent. (d) The Borrowers shall have paid (A) to the Agent, the Joint Arrangers, and the Lenders, as applicable, the fees set forth in the Commitment Letter, dated November 19, 2024, among the Borrowers, the Agent and the Joint Arrangers (the “Commitment Letter”) and each Fee Letter (as such term is defined in the Commitment Letter), and (B) subject to the Commitment Letter and each Fee Letter, the reasonable fees and out-of-pocket expenses of the Agent (including reasonable and documented fees and out-of-pocket expenses of counsel) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment to the extent invoiced prior to the date hereof. (e) The Borrowers shall have provided to the Agent and the Lenders, at least five (5) Business Days prior to the Amendment Effective Date, (i) the documentation and other information requested by the Agent and the Lenders in writing at least ten (10) Business Days prior to the Amendment Effective Date in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall have delivered to each Lender requesting the same at least ten (10) Business Days prior to the Amendment Effective Date a Beneficial Ownership Certification in relation to such Borrower.

Conditions to Amendment Effective Date. The amendments and the Commitment Increase set forth in ARTICLE I This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) when, and only when, each upon satisfaction (or waiver in accordance with Section 9.02 of the Existing Credit Agreement) of the following conditions precedent shall have been satisfiedprecedent: (a) The Agent shall have received an executed counterpart Xxxxxx Xxxxxxx Senior Funding, Inc., as arranger of this Amendment (in such capacity the “Amendment Arranger”) (or its counsel) shall have received, from each Borrower, Lenders comprising the Majority Lenders, each Increasing Lender and the New Lender. (b) The Agent shall have received a Note for each Increasing Lender or New Lender requesting the same pursuant to Section 2.16 of the Company, the Administrative Agent and Lenders that in the aggregate constitute the Required Lenders under the Existing Credit Agreement, payable to the order of each such Lender, dated Agreement as of the Amendment Effective Date and duly completed and executed by each Borrower.Date, a counterpart of this Amendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment); (cb) The Agent the Amendment Arranger shall have received in form and substance reasonably satisfactory to from the Agent: Company: (i) a certificate (the statements contained in which shall be true) from a duly authorized officer resolutions and other evidence of each Borrower to the effect that (A) all representations and warranties of such Borrower contained in this Amendment, the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) on and as of the Amendment Effective Date after giving effect to this Amendment; (B) immediately before and after giving effect to authority authorizing this Amendment and the other transactions contemplated hereby and by the Amended Credit Agreement, (includingii) a short-form good standing certificate or the equivalent, without limitationif any, in the Commitment Increase), no Unmatured Default or Event jurisdiction of Default has occurred and is continuing; organization of the Company and (C) the Borrower has satisfied each of the conditions set forth in this Section 3.1; (iiiii) a certificate of the Secretary or Assistant Secretary of each Borrower the Company certifying as to the incumbency names and genuineness true signatures of the signature of each officer officers of the Borrower executing Loan Documents Company authorized to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of organization of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws of such Borrower as in effect on the Amendment Effective Date and (C) resolutions duly adopted by the board of directors (or other governing body) of such Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of sign this Amendment and the other Loan Documents to which it is a partyand attaching such Person’s certificate of incorporation and bylaws or other equivalent organizational documents; (iiic) certificates as of a recent date of the good standing of each Borrower under the laws of its jurisdiction of organization, and, to the extent requested by the Agent, each other jurisdiction where such Borrower is qualified to do business; (iv) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Amendment and the Credit Agreement (as amended by this Amendment), certified by the Secretary or an Assistant Secretary of each Borrower; and (v) favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of (A) Xxxxxxx Coie LLP, counsel for the Borrowers and (B) local counsel for the Borrowers, in each case, in form and substance reasonably acceptable to the Agent. (d) The Borrowers Arranger shall have paid (A) to the Agent, the Joint Arrangers, and the Lenders, as applicable, the fees set forth in the Commitment Letter, dated November 19, 2024, among the Borrowers, the Agent and the Joint Arrangers (the “Commitment Letter”) and each Fee Letter (as such term is defined in the Commitment Letter), and (B) subject to the Commitment Letter and each Fee Letter, the reasonable fees and out-of-pocket expenses of the Agent (including reasonable and documented fees and out-of-pocket expenses of counsel) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment to the extent invoiced prior to the date hereof. (e) The Borrowers shall have provided to the Agent and the Lendersreceived, at least five three (53) Business Days prior to the Amendment Effective Date, (i) solely in respect of the Company and any Foreign Subsidiary Borrower, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent reasonably requested by any Lender seven (7) Business Days prior to the Agent Amendment Effective Date; (d) the Amendment Arranger shall have received a certificate, dated the Amendment Effective Date and signed on behalf of the Company by the President, a Vice President or a Financial Officer of the Company, certifying as to the items set forth in Section 3 as of the Amendment Effective Date; and (e) the Amendment Arranger shall have received, or substantially concurrently with the Amendment Effective Date shall receive, all expenses required to be paid by the applicable Loan Parties on the Amendment Effective Date under the Existing Credit Agreement or the amended and restated commitment letter dated September 19, 2017 among the Company and the Lenders in writing arrangers party thereto (the “Arrangers”), including the Amendment Arranger (the “Commitment Letter”) (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Amendment Arranger) to the extent invoiced to the Company at least ten two (102) Business Days prior to the Amendment Effective Date (or such later date as the Company shall permit in order to comply with requirements its reasonable discretion). Upon the occurrence of any Anti-Money Laundering Lawsthe Amendment Effective Date, including(i) this Amendment shall be a binding agreement between the parties hereto and their permitted assigns under the Existing Credit Agreement (and, without limitationfollowing the Amendment Closing Date, the PATRIOT Act and any applicable “know your customer” rules and regulations Amended Credit Agreement) and (ii) each party hereto agrees that their commitments and consents to this Amendment, once delivered, are irrevocable and may not be withdrawn. Notwithstanding the extent any Borrower qualifies as a “legal entity customer” under foregoing, this Amendment shall terminate and shall be of no further force and effect if the Beneficial Ownership Regulation, Amendment Closing Date shall not have delivered to each Lender requesting the same at least ten (10) Business Days occurred on or prior to March 2, 2018 (the Amendment Effective Date a Beneficial Ownership Certification in relation to such Borrower“Termination Date”).