Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. This Agreement shall become effective on the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on the first date on which each of the following conditions shall have been is satisfied or waived (in accordance with the “Effective Date”):terms hereof: (a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or other customary means of electronic transmission (e.g., “pdf”) (followed promptly by originals) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the Initial Borrower (if applicable), each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance reasonably satisfactory to the Administrative Agent and each of the Arrangers: (i) executed counterparts of this Agreement, dated as of the Effective Date, in such number as reasonably requested by the Administrative Agent, duly executed by the Initial Borrower, the L/C Issuers, the Swing Line Lender and the Lenders party hereto on the Effective Date; (ii) a certificate of the secretary or assistant secretary of the Initial Borrower, dated as of the Effective Date, certifying (A) that attached thereto is a true and complete copy of each current Organization Document of the Initial Borrower certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of the Initial Borrower authorizing the execution, delivery and performance of the Loan Party Documents to which the Initial Borrower is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended (except as attached thereto) and are in full force and effect and (C) 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 Initial Borrower (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (ii)); (iii) a certificate as to the good standing or equivalent of the Initial Borrower (in so-called “long-form” if available) as of a recent date, from the Secretary of State of the Initial Borrower’s jurisdiction of organization; (iv) a favorable opinion of (A) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-1 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request and (B) in-house counsel to each Loan Party, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-2 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request; and (v) a certificate signed by a Responsible Officer certifying that the condition specified in Section 4.03(a) (solely with respect to the representations and warranties to be made on the Effective Date) has been satisfied. (b) The Borrower shall have paid all reasonable out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent shall have received a Note executed (directly to such counsel if requested by the Borrower in favor of each Lender requesting a Note in advance of Administrative Agent) to the extent invoiced at least three Business Days prior to the Effective Date. (c) The Administrative Agent and Lenders shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or at least three business days prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, Date all documentation and other information regarding about the Initial Borrower and the Guarantors as has been reasonably requested in connection with writing at least 10 days prior to the Effective Date by the Administrative Agent or Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to . Without limiting the extent requested in writing generality of the Borrower at least ten Business Days prior to provisions of the Effective Date and (ii) to last paragraph of Section 9.03, for purposes of determining compliance with the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationconditions specified in this Section 4.01, at least five days prior to the Effective Date, any each Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent signed this Agreement shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected 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 Material Adverse EffectLender. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) RajahXxxxx, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such LenderXxxxxx’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAgents, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPL.X. Xxxxxxxx, special U.S. counsel for Vice President, General Counsel and Secretary of the Loan PartiesCompany, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesJxxxx Day, in each case in a form and substance reasonably satisfactory to the Administrative Agent.; (dc) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower documents and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent certificates relating to the organization, existence and good standing of each Loan Party and the Company, the authorization of the transactions contemplated hereby.Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (fd) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default or Event of Default exists as of the Effective Date.has occurred and is continuing; and (ge) The Administrative Agent and each Lender (and its Affiliates) shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation fees and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and amounts due and payable on or prior to the Effective Date, including (i) upfront feesincluding, payable to the Administrative Agent for extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative AgentCompany hereunder.

Conditions to Effective Date. This Agreement shall become effective on The effectiveness of the first date on which terms and conditions hereunder is subject to the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic pdfs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from each of the Lenders: (i) executed counterparts of this Agreement and the BorrowerGuaranty, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower sufficient in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed number for distribution to the Administrative Agent, the Issuing Banks each Lender and the Lenders Borrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and dated capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Effective Dateother Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iiv) Xxxxxx a favorable opinion of Sidley Austin LLP, special U.S. counsel for to the Loan Parties, (ii) Xxx & Xxxxxaddressed to the Administrative Agent and each Lender, special Korean counsel for as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to Documents as the Administrative Agent.Agent may reasonably request; (dv) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party either (iA) certified attaching copies of all consents, licenses and approvals required in connection with the resolutions of the Board of Directorsexecution, managers, members, or equity holders, as applicable, of the Borrower delivery and each other performance by such Loan Party approving and the transactions contemplated by validity against such Loan Party of this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents Guaranty to which it is a party, to and such consents, licenses and approvals shall be delivered by each Loan Party on the Effective Date in full force and the other documents to be delivered hereunder on the Effective Date.effect, or (B) stating that no such consents, licenses or approvals are so required; (fvi) The Administrative Agent shall have received a certificate, dated the Effective Date and certificate signed on behalf of the Borrower by the President, a Vice President or a Financial Responsible Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and certifying (A) that the conditions specified in Sections 4.03(a) through (c) have been satisfied or waived (which such waiver must be in writing), (B) that there has been no Default event or Event of Default exists as circumstance since the date of the Effective Date. Audited Financial Statements that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (gC) The Administrative Agent shall have received that neither the results of recent UCC, tax and judgment Lien searches Borrower nor any Subsidiary is in default under or with respect to each of any Contractual Obligation that could, either individually or in the Loan Parties aggregate, reasonably be expected to the extent reasonably required by the Administrative Agent, have a Material Adverse Effect and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (iD) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding that the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, has disclosed to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation and the Lenders all matters known to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred any Responsible Officer that, individually or in the aggregate, has had or would could reasonably be expected to have result in a Material Adverse Effect. (jvii) On all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Terrorism Laws; (viii) the Revolving Loan Facility being executed concurrently with the Effective Date and each Guarantee of the Revolving Loan Facility; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) The representations and warranties of the Borrower contained in Article V or any other Loan Document (other than the representation and warranty set forth in Section 5.05(c)), 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 (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Effective Date, except to the Administrative Agent extent that such representations and warranties specifically refer to an earlier date, in which case they shall have received a Solvency Certificate executed by a Financial Officer be true and correct as of such earlier date, and except that for purposes of this Section 4.03, the Borrower representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the form most recent statements furnished pursuant to subsections (a) and (b), respectively, of Exhibit H heretoSection 6.01. (kc) Subject to No Default shall exist, or would result immediately following the time period set forth in Schedule 5.15occurrence of the Effective Date and the transactions contemplated hereunder. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all accrued reasonable and unpaid invoiced fees, costs charges and expenses due disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the Lenders, Administrative Agent) to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable or on or prior to the Effective Date, including (i) upfront plus such additional amounts of such invoiced fees, payable charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent for in accordance with the account terms of each Lender, in an amount equal to 0.10% this Agreement). Without limiting the generality of the amount provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.03, 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’s Commitments under Lender prior to the heading “IPO proposed Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 10.02): (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from (i) the Borrower, a counterpart of this Agreement executed by each party hereto or (ii) each written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other Loan Party and (iiielectronic imaging) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a Note counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Borrower in favor of each Lender requesting Administrative Agent (which may include facsimile transmission or other electronic imaging) that such Person has signed a Note in advance counterpart of the Effective DateGuarantee Agreement. (c) The Administrative Agent and the Arrangers shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPXxxxx Day, special U.S. and, to the extent not covered by the foregoing, counsel for reasonably acceptable to the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesArrangers in each other jurisdiction where any Subsidiary Guarantor is organized, in each case in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arrangers. (d) The Administrative Agent and the Arrangers shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, such customary documents and certificates as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent and the Arrangers may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of each Loan Party and authorization of any other legal matters relating to the transactions contemplated herebyLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent Arrangers shall have received a certificate, dated the Effective Date and signed on behalf by the chief executive officer or the chief financial officer of the Borrower by the PresidentCompany, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Default or Event has occurred and is continuing. (f) The Administrative Agent and the Arrangers shall have received a solvency certificate from the chief financial officer of Default exists the Company in the form of Exhibit I demonstrating solvency (on a consolidated basis) of the Company and the Subsidiaries as of the Effective DateDate after giving effect to the Transactions that are to occur on such date. (g) The Administrative Agent shall have received and the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent Arrangers shall have received, at least five two Business Days prior to the Effective Date, (i) all documentation and other information regarding the Borrower and the Guarantors requested in connection with each Loan Party required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent reasonably requested in writing of the Borrower at least ten 10 Business Days prior to the Effective Date Date, and (ii) to the extent the Borrower any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrowersuch Loan Party. (ih) Since December 31All costs, 2020expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents (or separately agreed by the Company with any of the Arrangers or the Administrative Agent) to be reimbursable or payable to the Arrangers (or Affiliates thereof), no change, development the Administrative Agent or event the Lenders shall have occurred that, individually been paid on or in the aggregate, has had or would reasonably be expected prior to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenderseach case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced with reasonable detail at least two Business Days prior to the Effective Date. (i) The Existing Credit Agreement Refinancing shall have been consummated (or substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be consummated), and due the Administrative Agent and payable the Arrangers shall have received customary payoff documentation in respect thereof. (j) The conditions set forth in Section 4.04 in respect of WABTEC UA shall have been satisfied (or waived in accordance with Section 10.02). (k) Each Guarantee of any Indebtedness outstanding under the 2013 Note Indenture by any Subsidiary that shall not be a Subsidiary Guarantor on the Effective Date shall have been (or prior to substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be) released and discharged, and the Administrative Agent and the Arrangers shall have received customary evidence thereof. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of and such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) notice shall be conclusive and (ii) all attorney costs of the Administrative Agentbinding.

Conditions to Effective Date. This Agreement The Commitments of each Lender hereunder shall become effective on and the first date on which Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have received the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, the BorrowerFee and Syndication Letter, the Security Agreement, the Pledge Agreement, and the Subsidiary Guaranty; (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a Note draft Offer Press Release or Scheme Press Release (as applicable) in advance form and substance reasonably satisfactory to the Administrative Agent; (iv) favorable opinions of (x) Xxxxx Xxxxxxx LLP and (y) in-house counsel to the Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (v) (x) a certificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the jurisdiction of its incorporation, (B) the resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and performance of this Agreement and the other Loan Documents (including in respect of the Borrower, the borrowing of the Loans hereunder), and the Transactions and (C) an incumbency certificate certifying the names and true signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (vi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and the Arranger shall have received all fees required to be paid under this Agreement and the Fee and Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, and all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five (5) Business Days prior to the Effective Date, Date (i) all documentation and other information regarding requested by the Borrower and the Guarantors requested Administrative Agent or such Lender, as applicable, in connection order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the . The Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to Lenders irrevocably confirm that the Effective Date and due and payable has occurred on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account date of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthis Agreement.

Conditions to Effective Date. This Agreement shall not become effective on until the first date on which of satisfaction or waiver of the following conditions shall have been satisfied or waived (the “Effective Date”): (a) The Administrative Agent shall have received from the Credit Parties, the Administrative Agent and the Required Lenders duly executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender.counterparts of this Agreement; (b) The Administrative Agent All representations and warranties of the Credit Parties contained herein shall have received a Note executed by the Borrower be true and correct in favor of each Lender requesting a Note in advance all material respects as of the Effective Date.Date (except to the extent such representations and warranties expressly relating to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) The Borrower shall have (i) reimbursed or paid all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement, including the reimbursement or payment of all of the reasonable and documented fees, costs, and out-of-pocket expenses in connection with this Agreement and any other documents prepared in connection herewith of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”), as counsel for the Administrative Agent, and (ii) paid STB a retainer in connection with their engagement by the Administrative Agent in an amount equal to $250,000; (d) The Borrower shall have (i) opened a Cash Collateral Account with the Administrative Agent (the “Forbearance Cash Collateral Account”), (ii) executed such documents and agreements, including the Administrative Agent’s standard form of assignment of deposit accounts, as the Administrative Agent shall have received requested in connection therewith to establish the Forbearance Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein and (iii) deposited not less than the greater of (A) the amount required to be deposited into a written opinion Cash Collateral Account pursuant to the mandatory payment required by Section 2.4(c)(i) of the Credit Agreement and (addressed B) $12 million into the Forbearance Cash Collateral Account to be held as Cash Collateral for the Secured Obligations. It is understood and agreed that the amount required to be deposited into the Forbearance Cash Collateral Account is inclusive of, and not in addition to, the amounts required to be prepaid and deposited into a Cash Collateral Account pursuant to Section 2.4(c)(i) of the Credit Agreement; and (e) The Credit Parties shall have delivered to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory further distribution to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies Lenders, a 13-Week Forecast as of the resolutions of the Board of DirectorsJune 19, managers2020. By their execution hereof, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by party to this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on acknowledges that the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31is June 22, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAdministrative Agent, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received a Note at least one executed by the Borrower in favor of each Lender requesting a Note in advance counterpart of the Effective Date.Reimbursement Agreement from the Company and GS Bank, and arrangements satisfactory to GS Bank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to GS Bank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPXxxxxxxxx X. Xxxxxxx, special U.S. counsel for Senior Vice President, General Counsel and Secretary of the Loan PartiesCompany, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesXxxxx Day, in each case a form reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby.; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default has occurred and is continuing; and (f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Event of Default exists as of prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the results of recent UCC, tax Company and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice form reasonably satisfactory to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAdministrative Agent, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received a Note at least one executed by the Borrower in favor of each Lender requesting a Note in advance counterpart of the Effective Date.Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto; 44 Xxxxxxx-Xxxxxxxx Company | Credit Agreement (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPXxxxxxxxx X. Xxxxxxx, special U.S. counsel for Senior Vice President,the Loan PartiesGeneral Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesXxxxx Day, in each case a form reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby.; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default has occurred and is continuing; and (f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Event of Default exists as of prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the results of recent UCC, tax Company and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice form reasonably satisfactory to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”):) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have executed received from each party hereto a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lenderof this Agreement signed on behalf of such party. (b) The Administrative Agent Company shall have received a Note executed by paid all accrued fees due and payable under the Borrower Term Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in favor the case of each Lender requesting a Note in advance of expenses to the extent invoiced at least three Business Days prior to the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and Each of the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five three Business Days prior to in advance of the Effective Date, all documentation and other information regarding with respect to the Borrower and the Guarantors Company, as has been reasonably requested in connection with writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date Act and (ii) to the extent the Borrower including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) Subject to Section 3.05, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to on the Effective Date, the Administrative following statement will be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that the Specified Representations, other than Section 4.01(n), are correct on and as of the Effective Date. (e) The Agent shall have received on or before the Effective Date (x) the 3-Year Tranche Notes to the extent requested by 3-Year Tranche Lenders pursuant to Section 2.16 and (y) the 5-Year Tranche Notes to the extent requested by the 5-Year Tranche Lenders pursuant to Section 2.16, in each case, to the extent requested at least three Business Days in advance of the Effective Date. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable. (g) The Agent shall have received a Beneficial Ownership Certification in relation certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Borrowerother Loan Documents. (ih) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative The Agent shall have received a Solvency Certificate executed by a Financial Officer favorable opinions of the Borrower in the form of Exhibit H hereto. (kx) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.Xxxx X.

Conditions to Effective Date. This The obligations of each Bank under this Agreement shall become effective on are subject to the first date on which satisfaction of the conditions set forth in Section 3.02 and receipt by the Administrative Agent of the following conditions shall have been satisfied or waived (in sufficient number of counterparts (except as to the “Effective Date”Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent): (a) The Administrative Agent shall have executed a counterpart written letter agreement evidencing the termination of the Fifth Amended and Restated Credit Agreement dated as of November 23, 1999 among Mohawk Industries, Inc., SunTrust Bank, and Wachovia Bank, National Association, and any other lenders party thereto; (b) from each of the parties hereto and shall have received an a duly executed counterpart hereto from of this Agreement; (c) a duly executed Note by the Borrower for the account of each Bank complying with the provisions of Section 2.04; (d) an opinion of Xxxxxx & Bird LLP, counsel for the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B; (e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion; (f) a certificate, dated as of the Effective Date, signed by a principal financial officer of the Borrower, certifying (i) that no Default has occurred and is continuing on the BorrowerEffective Date, (ii) each other Loan Party that the representations and warranties of the Borrower contained in Article IV are true on and as of the Effective Date, and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed detail satisfactory to the Administrative Agent, the Issuing Banks and the Lenders and dated amount of all outstanding Debt as of the Effective Date; (g) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of (i) Xxxxxx LLPthe Borrower, special U.S. counsel the corporate authority for and the validity of the Loan PartiesDocuments to which the Borrower is a party, (ii) Xxx & Xxxxxand any other matters relevant thereto, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) , including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver the Loan Documents, and certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, following items as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and Borrower: (i) its Certificate of Incorporation, (ii) all other documents reasonably requested by the Administrative Agent relating to the organizationits Bylaws, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (eiii) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary Secretary of each Loan Party certifying the names and true signatures State of the officers State of such Loan Party Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by its Board of Directors (or a duly authorized to sign committee thereof) authorizing its execution, delivery and performance of the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date.; and (fh) The Administrative Agent shall have received a certificateNotice of Borrowing, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Dateif necessary. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on as of the first date on which Effective Date when all of the following conditions shall set forth in this Section 7 have been satisfied or waived (the “Effective Date”):satisfied. (a) The Administrative Agent shall have received one or more counterparts of this Agreement, duly executed a counterpart hereto and shall have received an executed counterpart hereto from (i) delivered by the Borrower, (ii) each other Loan Party the Guarantors and (iii) each Lenderthe requisite Lenders. (b) The Administrative Agent shall have received a Note executed by for its own account, or for the Borrower in favor account of each Lender requesting a Note in advance Lender, as the case may be (i) all fees, costs and expenses due and payable pursuant to Section 3.05 of the Credit Agreement, if any, and (ii) if then invoiced at least one (1) Business Day prior to the Effective Date, any amounts payable pursuant to Section 12.03 of the Credit Agreement. (c) The Administrative Agent All fees and expenses due and owing to the Financial Advisor, Xxxx Xxxxx and Xxxxxx invoiced at least one (1) Business Day prior to the Effective Date shall have received a written opinion (addressed to been paid or reimbursed by the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative AgentBorrower. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower representations and each other Loan Party approving the transactions contemplated by this Agreement warranties in Section 9 below are true and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and correct in all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebymaterial respects. (e) The Administrative Agent shall have received a certificate dated as of the representative directordate hereof, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures duly executed by a Responsible Officer of the officers of Borrower, certifying as to the matters described in item (d) above and such Loan Party authorized to sign other matters as the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective DateAdministrative Agent shall reasonably request. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date[Reserved]. (g) [Reserved]. (h) The Administrative Agent and the Financial Advisor shall have received a report dated as of April 30, 2015, in the results form of recent UCC, tax and judgment Lien searches with respect to each Annex I hereto of the Loan Parties to the extent reasonably required by the Administrative Agent, Borrower’s and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Dateits Subsidiaries’ accounts payable and payments. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent Financial Advisor shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer cash flow forecast of the Borrower and its Subsidiaries for the period of thirteen weeks, commencing May 14, 2015, in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due satisfactory to the Administrative Agent and the Lenders, to Financial Advisor. (j) All legal matters and other due diligence in connection with this Agreement and the extent invoiced with reasonable detail at least two Business Days prior to other Loan Documents and the Effective Date assets and due properties of the Loan Parties and payable on or prior to the Effective Date, including (i) upfront fees, payable their respective Subsidiaries shall be satisfactory to the Administrative Agent for Agent, Xxxx Xxxxx and the account of each LenderFinancial Advisor, in an amount equal and there shall have been furnished to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent, Xxxx Xxxxx, and the Financial Advisor at the Borrower’s expense, such agreements and other documents, information and records with respect to the Loan Parties and their respective Subsidiaries in form, substance, scope and methodology satisfactory to the Administrative Agent, Xxxx Xxxxx and the Financial Advisor in their sole discretion, as the Administrative Agent, Xxxx Xxxxx and the Financial Advisor may reasonably have requested for that purpose.

Conditions to Effective Date. This Agreement The Lenders’ Commitments shall become effective on the first date on which all of the following conditions shall precedent have been satisfied (or waived (in accordance with Section 10.01) on or prior to the “Effective Commitment Termination Date”):: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date.following: (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing (x) an executed copy of the Borrower at least ten Business Days prior to the Effective Date this Agreement and (iiy) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Notes for those Lenders, to the extent invoiced with reasonable detail if any, that have requested Notes at least two Business Days prior to the Effective Date; (ii) (x) a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company and (y) a certificate of good standing with respect to the Company, certified on or within ten Business Days prior to the Effective Date by the Secretary of State of Delaware; (iii) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and due its Board of Directors’ Resolutions, authorizing the execution, delivery and payable performance of the Loan Documents; and (iv) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the Lenders shall be entitled to rely until informed of any change in writing by the Company); and (b) all costs, fees, expenses (including, without limitation, legal fees and expenses) and the fees contemplated by the Fee Letter, in each case, to the extent invoiced by the Administrative Agent to the Company at least two Business Days prior to the Effective Date, shall have been paid, on or prior to the Effective Date, including (i) upfront feesin each case, payable to the extent required by the Loan Documents to be paid on or prior to the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder unless the Administrative Agent for shall have received notice from such Lender prior to the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO proposed Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement shall become effective on the first date on which of execution hereof subject to receipt by the following conditions shall have been satisfied Administrative Agent (or waived (its counsel) of each of the “Effective Date”):following: (a) The Administrative Agent shall have a copy of this Agreement, executed a counterpart hereto and shall have received an executed counterpart hereto from (i) by the Borrower, (ii) each other Loan Party and (iii) each Lender.Company; (b) The Administrative Agent shall have received a Note executed certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Borrower in favor of each Lender requesting a Note in advance Company stating that as of the Effective Date.Date no Default exists and that the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); (c) The Administrative Agent shall have received a written opinion (addressed copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten Business Days prior to the Administrative Agent, date hereof by the Issuing Banks and the Lenders and dated the Effective Date) Secretary of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.State of Delaware; (d) The Administrative Agent shall have received (i) copies, certified copies by any Authorized Officer or the Secretary or Assistant Secretary of the resolutions Company, of the its By-Laws and its Board of Directors’ Resolutions, managersauthorizing the execution, members, or equity holders, as applicable, of the Borrower delivery and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery performance of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby.Documents; (e) The Administrative Agent shall have received a certificate an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the representative directorCompany, which shall identify by name and title and bear the secretary or an assistant secretary of each Loan Party certifying the names and true signatures signature of the officers of such Loan Party the Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which it is a party, the Lenders shall be entitled to be delivered rely until informed of any change in writing by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date.Company); (f) The a written opinion of the Company’s counsel, Xxxxx Day, addressed to the Administrative Agent shall have received a certificateand the Lenders party hereto on the date hereof, dated in the Effective Date and signed on behalf form of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date.Exhibit D; (g) The a Note for each Lender that has requested a Note at least two Business Days prior to the date hereof; (h) satisfactory evidence that those fees due to the Administrative Agent shall have received and the results of recent UCC, tax Lenders on the date the Company executes this Agreement and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required invoiced by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of Agent to the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or Company at least two Business Days prior to the Effective Date.Date have been paid in full or shall be paid substantially concurrently with closing; (i) The Administrative Agent shall have received, at least five three Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with Company required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent reasonably requested by the Administrative Agent of the Company in writing of the Borrower at least ten 10 Business Days prior to the Effective Date Date; and (j) an executed Farm Services of America ACA Stock Purchase Agreement and (ii) other documentation required to demonstrate ownership stock in each Farm Credit Lender as required by such Lender. Without limiting the extent generality of the Borrower qualifies as a “legal entity customer” under provisions of the Beneficial Ownership Regulationlast paragraph of Section 9.03, at least five days prior for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender shall be deemed to the Effective Datehave consented to, any Lender that has requestedapproved or accepted or to be satisfied with, in a written notice to the Borrower at least five days prior to the Effective Date, each document or other matter required thereunder unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement shall become effective on the first date on which of execution hereof subject to receipt by the following conditions shall have been satisfied Administrative Agent (or waived (its counsel) of each of the “Effective Date”):following: (a) The Administrative Agent shall have a copy of this Agreement, executed a counterpart hereto and shall have received an executed counterpart hereto from (i) by the Borrower, (ii) each other Loan Party and (iii) each Lender.Company; (b) The Administrative Agent shall have received a Note executed certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Borrower in favor of each Lender requesting a Note in advance Company stating that as of the Effective Date.Date no Default exists and that the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); (c) The Administrative Agent a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company (or a certification by the Company that the Certificate of Incorporation has not been amended since the date of the Existing Credit Agreement), and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Secretary of State of Delaware; (d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws (or a certification by the Company that its By-Laws have not been amended since the date of the Existing Credit Agreement) and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents; (e) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall have received identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the L/C Issuers and the Lenders shall be entitled to rely until informed of any change in writing by the Company); (f) a written opinion (of the Company’s counsel, Xxxxx Day, addressed to the Administrative Agent, each L/C Issuer and the Issuing Banks Lenders, in the form of Exhibit D; (g) Committed Loan Notes for those Lenders that have requested Committed Loan Notes at least two Business Days prior to the date hereof; (h) satisfactory evidence that those fees due to the Administrative Agent and the Lenders and dated on the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for date the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by Company executes this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested invoiced by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or Company at least two Business Days prior to the Effective Date.Date have been paid in full or shall be paid substantially concurrently with closing; and (i) The Administrative Agent shall have received, at least five three Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with Company required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent reasonably requested by the Administrative Agent of the Company in writing of the Borrower at least ten 10 Business Days prior to the Effective Date Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and (ii) L/C Issuer shall be deemed to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationhave consented to, at least five days prior approved or accepted or to the Effective Datebe satisfied with, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, each document or other matter required thereunder unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development notice from such Lender or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days L/C Issuer prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The obligation of each Lender to execute and deliver this Agreement shall become effective on the first date on which and to make its respective Commitments hereunder, is subject to satisfaction or waiver (in accordance with Section 10.01) of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have executed a counterpart hereto and shall have received an executed counterpart hereto from be originals or facsimiles or “.pdf” or “tiff” files (ifollowed promptly by originals) the Borrowerunless otherwise specified, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note properly executed by a Responsible Officer of the Initial Borrower in favor of each Lender requesting a Note in advance dated as of the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP), special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent., and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Initial Borrower): (d) The Administrative Agent shall have received (i) certified copies executed counterparts of this Agreement; (ii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the resolutions Initial Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of the Board of Directors, managers, members, or equity holders, each Responsible Officer thereof authorized to act as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by a Responsible Officer in connection with this Agreement and the execution and delivery of the other Loan Documents to which the Initial Borrower is a party or is to be delivered by a party; (iii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that the Initial Borrower and the other Loan Parties on the Effective Dateis duly organized or formed, and all documents evidencing other necessary corporate that the Initial Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and (or other applicable organizationaliv) action and governmental approvals, if any, a customary certificate of a Responsible Officer of the Initial Borrower with certifications with respect to the Loan Documents satisfaction of the conditions set forth in clauses (d) and (iie) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebythis Section 4.01. (eb) The Administrative Agent Initial Borrower shall have received a certificate of provided the representative director, the secretary or an assistant secretary of each Loan Party certifying the names documentation and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth information reasonably requested in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or writing at least 10 days prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to Date by the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested Lenders in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each case at least five days prior to the Effective Date. (c) The Administrative Agent’s receipt of (i) audited consolidated balance sheets of the Company and the Target and related statements of income, any Lender that has requested, changes in a written notice to equity and cash flows of the Borrower Company and the Target for the three (3) most recently completed fiscal years ended at least five 90 days prior before the Effective Date in the case of the Company and 100 days before the Effective Date in the case of the Target and (ii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and the Target for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (c)(i) above ended at least 45 days before the Effective Date in the case of the Company and 50 days (or in the case of the fiscal quarter ending on June 30, 2012, 60 days) before the Effective Date in the case of the Target. (d) The Major Representations shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (e) No Major Default relating solely to the Initial Borrower shall exist. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement on or after the Effective Date 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 a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement shall become effective on the first date on which The effectiveness of this credit facility is subject to satisfaction or waiver of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable), each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from the Arranger: (i) executed counterparts of this Agreement; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require; (iiv) each other Loan Party a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (iiic) each Lenderand 5.04 are true and correct on and as of the Effective Date and (B) the current Debt Ratings (if any); and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five three (3) Business Days prior to the Effective Date, all documentation and other information regarding about the Borrower and the Guarantors requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), to the extent reasonably requested in writing by the Administrative Agent (on behalf of the Borrower any Lender) at least ten (10) Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (ic) Since December 31, 2020, no change, development Any fees required to be paid on or event before the Effective Date shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effectbeen paid. (jd) On the Effective Date, Unless waived by the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15Agent, the Borrower shall have paid all accrued reasonable and unpaid fees, costs and expenses due documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two three Business Days prior to the Effective Date Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and due and payable on the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO proposed Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 10.02): (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from (i) the Borrower, a counterpart of this Agreement executed by each party hereto or (ii) each written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other Loan Party and (iiielectronic imaging) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by favorable written opinion (addressed to the Borrower in favor of each Lender requesting a Note in advance of Administrative Agent, the Lenders and the Issuing Banks and dated the Effective Date) of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a written opinion (addressed such documents and certificates as the Administrative Agent may reasonably request relating to the Administrative Agentorganization, existence and good standing of the Company, the Issuing Banks and the Lenders and dated the Effective Date) authorization of (i) Xxxxxx LLP, special U.S. counsel for the Loan PartiesDocuments, (ii) Xxx & Xxxxxthe incumbency of the Persons executing any Loan Document on behalf of the Company and any other legal matters relating to the Company, special Korean counsel for the Loan Parties and (iii) RajahDocuments or the Transactions, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case all in form and substance reasonably satisfactory to the Administrative Agent. (d) The All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, been paid on or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents prior to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvalsin each case, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, extent required to be delivered by each Loan Party paid on or prior to the Effective Date and, in the case of costs and the other documents expenses, invoiced at least two Business Days prior to be delivered hereunder on the Effective Date. (fe) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf by the chief executive officer or the chief financial officer of the Borrower by the PresidentCompany, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of the Company set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Default has occurred and is continuing. (f) All principal, interest, fees and other amounts due or Event outstanding under the Existing Credit Agreement shall have been paid in full, all letters of Default exists as of credit issued under the Effective DateExisting Credit Agreement shall have terminated or been canceled and all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative Agent shall have received customary payoff documentation in respect thereof. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent Lenders shall have received, (i) at least five three Business Days prior to the Effective Date, all documentation and other information regarding the Borrower Company and the Guarantors requested in connection with Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot USA PATRIOT Act, to that has been reasonably requested by the extent requested in writing of the Borrower Administrative Agent or any Lender at least ten 10 Business Days prior to the Effective Date and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days Business Days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event Company. The Administrative Agent shall have occurred that, individually or in notify the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On Company and the Lenders of the Effective Date, the Administrative Agent and such notice shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H heretobe conclusive and binding. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on and the first date on which obligation of each Lender to make its initial Loans hereunder is subject to satisfaction to each Lender (or waiver by each Lender in accordance with Section 10.1) of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have executed Agent’s receipt of the following (in the case of certificates of governmental officials, dated no earlier than a counterpart hereto recent date before the Effective Date), each in form and shall have received substance satisfactory to the Lenders: (i) an executed counterpart hereto from of this Agreement, properly executed by a duly authorized signatory (iapoderado) of the Borrower, (ii) Borrower and a duly authorized signatory of each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agentparty hereto, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, ; (ii) Xxx & Xxxxxan executed counterpart of the Guaranty, special Korean counsel properly executed by a Responsible Officer of each Initial Guarantor organized under the laws of a country other than Mexico and by a Person holding powers for acts of ownership (actos de dominio) of each Initial Guarantor organized under the Loan Parties and laws of Mexico, dated the Effective Date; (iii) Rajahwith respect to each Loan Party organized under the laws of Mexico, Xxxx Singapore LLPtrue, special Singapore counsel for the Loan Parties, in each case in form correct and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified complete copies of (A) the resolutions of the Board board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and directors authorizing the execution and delivery of the Loan Documents to be delivered by Documents, (B) incorporation deed (escritura constitutiva) and current bylaws (estatutos sociales vigentes) evidencing that the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing execution of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it such Loan Party is a partyparty is contemplated within the corporate purpose of such Loan Party, and (C) the public deeds containing the powers of attorney granted to be delivered by the individuals executing the Loan Documents to which such Loan Party is a party on behalf of such Loan Party (including poderes para actos de administración (in case of the Borrower) and poderes para actos de dominio (in case of the Guarantors) and registered poderes para suscribir títulos de crédito conforme al artículo 9 de xx Xxx General de Títulos y Operaciones de Xxxxxxx); (iv) with respect to each Loan Party on other than a Loan Party organized under the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf laws of the Borrower by the PresidentMexico, a Vice President or certificate of a Financial Responsible Officer of the Borrower confirming evidencing (A) the accuracy identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party and (B) that each Loan Party is duly organized or formed, and that each such Loan Party is validly existing, in good standing (to the extent such concept exists in the relevant jurisdiction) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) favorable opinions of (A) Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Borrower, (B) the Borrower’s General Counsel, (C) GHR Rechtsanwälte AG, special Swiss counsel to the Borrower, (D) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Lead Arrangers and (E) Galicia Abogados, S.C, counsel to the Lead Arrangers, addressed to the Administrative Agent and each Lender, as to such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties set forth of the Borrower contained in Article III of this Agreement as of the Effective Date V are true and that no Default or Event of Default exists correct on and as of the Effective Date., except to the extent that such representations and warranties specifically refer to another date, in which case they shall be true and correct as of such other date and (B) that no Default exists, or would occur immediately after giving effect to this Agreement, on the Effective Date; (gvii) The Administrative the acceptance by the Process Agent shall have received of an irrevocable appointment to act as agent for service of process for the results Loan Parties in connection with any proceeding relating to the Loan Documents brought in the State of recent UCC, tax New York; (viii) a copy certified by a Mexican notary public of the irrevocable special power of attorney for lawsuits and judgment Lien searches with respect to collections (poder especial irrevocable para pleitos y cobranzas) granted by each of the Loan Parties to organized under the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any laws of Mexico before a Mexican notary public in favor of the assets Process Agent; and (ix) the Audited Financial Statements and the unaudited financial statements of the Loan Parties except for Liens permitted under Borrower referred to in Section 6.2 or Liens 5.5(a) and (b) required to be discharged on or delivered prior to the Effective Date. (i) The Upon the reasonable request of any Lender or the Administrative Agent shall have received, made at least five ten (10) Business Days prior to the Effective Date, all the Borrower shall have provided to such Lender or the Administrative Agent, as applicable, the documentation and other information regarding the Borrower and the Guarantors so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act, to the extent requested in writing of the Borrower each case at least ten three (3) Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior the Borrower shall have delivered to the Effective Date, any each Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received so requests a Beneficial Ownership Certification in relation to the Borrower. Borrower at least ten (i10) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected Business Days prior to have a Material Adverse Effect. (j) On the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 10.02): (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from (i) the Borrower, a counterpart of this Agreement executed by each party hereto or (ii) each written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other Loan Party and (iiielectronic imaging) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by favorable written opinion (addressed to the Borrower in favor of each Lender requesting a Note in advance of Administrative Agent, the Lenders and the Issuing Banks and dated the Effective Date) of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a written opinion (addressed such documents and certificates as the Administrative Agent may reasonably request relating to the Administrative Agentorganization, existence and good standing of the Company, the Issuing Banks and the Lenders and dated the Effective Date) authorization of (i) Xxxxxx LLP, special U.S. counsel for the Loan PartiesDocuments, (ii) Xxx & Xxxxxthe incumbency of the Persons executing any Loan Document on behalf of the Company and any other legal matters relating to the Company, special Korean counsel for the Loan Parties and (iii) RajahDocuments or the Transactions, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of Disclosure Letter, dated the Board of DirectorsEffective Date and executed by the Company, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution Disclosure Letter shall be in form and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect substance reasonably satisfactory to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebyAgent. (e) The Administrative Agent shall have received a certificate of the representative directorAll costs, the secretary or an assistant secretary of each Loan Party certifying the names expenses (including reasonable and true signatures of the officers of such Loan Party authorized to sign documented legal fees and expenses) and fees contemplated by the Loan Documents to which it is a partyDocuments, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be delivered reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each Loan Party case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and the other documents expenses, invoiced at least two Business Days prior to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf by the chief executive officer or the chief financial officer of the Borrower by the PresidentCompany, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of the Company set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Default or Event of Default exists as of the Effective Datehas occurred and is continuing. (g) The Administrative Agent shall have received a certificate, in the results form of recent UCCExhibit G, tax dated the Effective Date and judgment Lien searches with respect to each signed by the chief financial officer of the Loan Parties Company, certifying that the Company and the Subsidiaries, on a consolidated basis after giving effect to the extent reasonably required by the Administrative AgentTransactions that are to occur on such date, and such results shall not reveal any material judgment or any Lien on any are solvent as of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (ih) The All principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, all letters of credit issued under the Existing Credit Agreement (other than any such letter of credit designated hereunder as an Existing Letter of Credit) shall have terminated or been canceled and all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative Agent shall have received customary payoff documentation in respect thereof. (i) The Lenders shall have received, (i) at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower Company and the Guarantors requested in connection with Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot USA PATRIOT Act, to that has been reasonably requested by the extent requested in writing of the Borrower Administrative Agent or any Lender at least ten 10 Business Days prior to the Effective Date and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days Business Days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event Company. The Administrative Agent shall have occurred that, individually or in notify the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On Company and the Lenders of the Effective Date, the Administrative Agent and such notice shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H heretobe conclusive and binding. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement and the Lenders’ Commitments shall become effective on the first date on which of execution hereof subject to receipt by the following conditions shall have been satisfied Administrative Agent (or waived (its counsel) of each of the “Effective Date”):following: (a) The Administrative Agent shall have a copy of this Agreement, executed a counterpart hereto by the Company and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender.parties hereto; (b) The Administrative Agent shall have received a Note executed certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Borrower in favor of each Lender requesting a Note in advance Company stating that as of the Effective Date.Date no Default exists and that the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); (c) The Administrative Agent a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing with respect to the Company, certified on or within ten (10) Business Days prior to the date hereof by the Secretary of State of Delaware; (d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents; (e) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall have received identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, instruments, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the Lenders shall be entitled to rely until informed of any change in writing by the Company); (f) a written opinion (of the Company’s counsel, Xxxxx Day, addressed to the Administrative Agent, the Issuing Banks Agent and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPLenders, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.; (dg) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvalsNotes for those Lenders, if any, with respect that have requested Notes at least two (2) Business Days prior to the Loan Documents date hereof; (h) satisfactory evidence that all costs, fees and expenses (iiincluding, without limitation, legal fees and expenses) all other documents reasonably requested due to the Administrative Agent and the Lenders on the date hereof and invoiced by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. Company at least two (e2) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or Business Days prior to the Effective Date.Date have been paid in full or shall be paid substantially concurrently with closing; (i) The Administrative Agent shall have received, at least five three (3) Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with Company required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent reasonably requested by the Administrative Agent of the Company in writing of the Borrower at least ten (10) Business Days prior to the Effective Date Date; and (j) an executed Farm Services of America ACA Stock Purchase Agreement and (ii) other documentation required to demonstrate ownership stock in each Farm Credit Lender as required by such Lender. Without limiting the extent generality of the Borrower qualifies as a “legal entity customer” under provisions of the Beneficial Ownership Regulationlast paragraph of Section 9.03, at least five days prior for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender shall be deemed to the Effective Datehave consented to, any Lender that has requestedapproved or accepted or to be satisfied with, in a written notice to the Borrower at least five days prior to the Effective Date, each document or other matter required hereunder unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement The Lenders’ Commitments shall not become effective on the first date on which unless all of the following conditions shall precedent have been satisfied (or waived (in accordance with Section 10.01) on or prior to the “Effective applicable Commitment Termination Date”):: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from each of the Lenders: (i) (x) executed counterparts of this Agreement signed on behalf of each party hereto, sufficient in number for distribution to the BorrowerAdministrative Agent, each Lender and the Borrower or (y) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement; (ii) certified copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Party and Documents; (iii) each Lender.certified copies of the Borrower’s Organization Documents and certificates of good standing in the Borrower’s jurisdiction of incorporation; and (b) The Arrangers, the Administrative Agent and the Lenders shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks all fees and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents invoiced expenses required to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged paid on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower Date pursuant this Agreement and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lendersother Loan Documents, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to Date. Promptly upon the Effective Dateoccurrence thereof, including (i) upfront fees, payable to the Administrative Agent for shall notify the account of each Lender, in an amount equal to 0.10% of Borrower and the amount of such Lender’s Commitments under Lenders that the heading “IPO Effective Date Commitments” in Schedule 2.1(a) has occurred, and (ii) all attorney costs of the Administrative Agentsuch notice shall be conclusive and binding.

Conditions to Effective Date. This Agreement shall become effective on The occurrence of the first date on which Effective Date is subject to the satisfaction of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The each of Borrowers, Administrative Agent and Lenders shall have executed a counterpart hereto hereof (whether the same or different counterparts) and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender.delivered same to Administrative Agent; (b) The Administrative Agent any fees required to be paid on or before the Effective Date as provided in Section 2.06 shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date.been paid; (c) The Borrowers shall have paid all attorney’s costs of Administrative Agent shall have received a written opinion (addressed required to be paid by Borrowers under Section 12.04 to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory extent invoiced prior to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing plus such additional amounts of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent attorney costs as shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers constitute its reasonable estimate of such Loan Party authorized to sign the Loan Documents to which it is a party, costs incurred or to be delivered incurred by each Loan Party on it through the Effective Date (provided that such estimate shall not thereafter preclude fund settling of accounts between Borrowers and the other documents to be delivered hereunder on the Effective Date.Administrative Agent); and (fd) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCCfollowing, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required which shall be an original or facsimile (followed promptly by the Administrative Agentan original) unless otherwise specified, and such results shall not reveal any material judgment or any Lien on any each properly executed by a Responsible Officer of the assets signing Loan Party (if a Loan Document), each dated the Effective Date (or, in the case of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to certificates of governmental officials, a recent date before the Effective Date.) and each in form and substance satisfactory to Administrative Agent and its legal counsel: (i) The such documents and certifications as Administrative Agent shall have receivedmay reasonably require to evidence that each Loan Party is duly organized or formed, at least five Business Days prior and that each Loan Party is validly existing, in good standing, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the Effective Dateconduct of its business requires such qualification, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, except to the extent requested in writing of the Borrower at least ten Business Days prior that failure to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would do so could not reasonably be expected to have a Material Adverse Effect.; (jii) On the Effective Date, the evidence satisfactory to Administrative Agent shall have received that no Collateral Property or any use or activity thereon violates or is or could be subject to any response, remediation, clean up, or other obligation under any Law pertaining to health or the environment including without limitation, a Solvency Certificate executed by a Financial Officer written report of the Borrower in the form an environmental assessment of Exhibit H hereto. each Collateral Property, made within thirty (k30) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days days prior to the Effective Date (an “Environmental Report”), by an engineering firm, and due of a scope and payable on in form and content reasonably satisfactory to Administrative Agent, complying with Administrative Agent’s established guidelines, showing that there is no evidence of any Hazardous Material which has been generated, treated, stored, released, or disposed of in any Collateral Property, and such additional evidence as may be required by Administrative Agent. All reports, drafts of reports, and recommendations, whether written or oral, from such engineering firm shall be made available and communicated to Administrative Agent; (iii) a Physical Condition Report for each Collateral Property; (iv) not later than fifteen (15) Days prior to the Effective Date, including an Acceptable Appraisal of each Collateral Property, which Appraisals collectively show a Loan to Value Ratio for all of the Collateral Properties not greater than 60%; and (iv) upfront feesa true and correct copy of (A) each Franchise Agreement and (B) each Management Agreement for each Collateral Property, payable in each case, in the form to be assigned to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentapplicable Operating Lessee.

Conditions to Effective Date. This Agreement The occurrence of the Effective Date shall become effective be subject to the satisfaction, on and as of the first date on which Effective Date, of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Borrower, the Subsidiary Guarantor, the Administrative Agent and the Required Lenders shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lenderdelivered this Amendment. (b) The Administrative Agent After giving effect to the waivers in Section 3, no Default or Event of Default shall have received a Note executed by occurred and be continuing under the Credit Agreement and the representations and warranties of the Borrower in favor Section 7 of each Lender requesting a Note the Credit Agreement and in advance Section 8 hereof shall be true and correct on and as of the Effective DateDate and Borrower's execution and delivery of this Amendment shall be deemed to constitute an affirmative certification as to the matters specified in this clause (b). (c) The Borrower shall have delivered to the Administrative Agent a copy, duly certified by the secretary or assistant secretary of the Borrower, of (i) resolutions of the Borrower's Board of Directors authorizing or ratifying the execution and delivery of this Amendment and authorizing the borrowings under the Agreement, as amended hereby, (ii) all documents evidencing other necessary corporate action, and (iii) all approvals or consents, if any, with respect to this Amendment. (d) The Borrower shall have received delivered to the Administrative Agent a written opinion certificate of the secretary or an assistant secretary of the Borrower certifying the names of the Borrower's officers authorized to sign this Amendment and all other documents or certificates to be delivered hereunder, together with the true signatures of such officers. (addressed e) The Borrower shall have delivered to the Administrative Agent, on behalf of the Issuing Banks and Lenders, such other documents as the Lenders and dated Administrative Agent may reasonably request. (f) The Borrower shall have delivered to the Effective Date) Administrative Agent, on behalf of (i) Xxxxxx LLPthe Lenders, special U.S. a legal opinion from counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case to Borrower in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, an amendment fee in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) Fifty Thousand Dollars ($50,000), which amendment fee shall be fully earned and (ii) all attorney costs of the Administrative Agentnon-refundable when paid.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 10.02): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from the Company either (i) a counterpart of this Agreement executed on behalf of the Borrower, Company or (ii) each written evidence satisfactory to the Administrative Agent (which, subject to Section 10.06(b), may include any Electronic Signatures transmitted by emailed pdf. or any other Loan Party and (iiielectronic means that reproduces an image of an actual executed signature page) each Lenderthat the Company has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from the Company a Note executed by the Borrower Borrowing Request in favor of each Lender requesting a Note in advance of the Effective Dateaccordance with Section 2.03. (c) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx Xxxxxxx, Swaine & Xxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative AgentCompany. (d) The Administrative Agent shall have received (i) a certificate of the Company, dated the Effective Date and executed by a secretary, assistant secretary or other Responsible Officer of the Company, which shall (a) certify that (1) attached thereto is a true and complete copy of the certificate of incorporation of the Company, certified copies by the Secretary of State of the State of Delaware, and that the certificate of incorporation attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (2) attached thereto is a true and correct copy of the bylaws of the Company, together with all amendments thereto as of the Effective Date, and such bylaws are in full force and effect as of the Effective Date and (3) attached thereto is a true and complete copy of the resolutions or written consent of the Board board of Directors, managers, members, or equity holders, as applicable, directors of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and Company authorizing the execution and delivery of the Loan Documents to be delivered by the Borrower Company, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and the other Loan Parties on the Effective Dateare in full force and effect, and all documents evidencing other necessary corporate (or other applicable organizationalb) action identify by name and governmental approvals, if any, with respect to title and bear the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers or other authorized signatories of such Loan Party the Company who are authorized to sign the Loan Documents to which it the Company is a party, to be delivered by each Loan Party party on the Effective Date and (ii) a good standing certificate for the other documents to be delivered hereunder on Company as of a recent date from the Effective DateSecretary of State of the State of Delaware. (fe) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Responsible Officer of the Borrower confirming Company, certifying as to the accuracy satisfaction of the representations and warranties conditions set forth in Article III of this Agreement as of the Effective Date Sections 4.01(g), 4.01(i) and that no Default or Event of Default exists as of the Effective Date4.01(j). (gf) The Administrative Agent shall have received a certificate in the results form of recent UCCExhibit I from the chief financial officer (or other Responsible Officer with reasonably equivalent responsibilities) of the Company, tax dated the Effective Date and judgment Lien searches certifying as to the matters set forth therein. (g) The CUSIP Acquisition shall have been consummated substantially concurrently with respect the funding of the Term Loans in all material respects in accordance with the terms of the CUSIP Acquisition Agreement, but without giving effect to any amendment, modification or waiver of the CUSIP Acquisition Agreement by the Company, or any consent under the CUSIP Acquisition Agreement by the Company, in each case, that is materially adverse to the interests of the Lenders, in their capacities as such, without the prior written consent of each of the Loan Parties Arrangers and the Managing Agent, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that (i) any reduction, when taken together with all prior reductions, of less than 10% in the original consideration for the CUSIP Acquisition will be deemed not to be (and any such reduction of 10% or more will be deemed to be) materially adverse to interests of the Lenders, in their capacities as such, provided, in the case of any such reduction of less than 10%, that the aggregate principal amount of the Term Facility shall have been reduced on a dollar-for-dollar basis, (ii) any increase, when taken together with all prior increases, of less than 10% in the original consideration for the CUSIP Acquisition will be deemed not to be (and any such increase of 10% or more will be deemed to be, unless funded by the issuance and sale of Capital Stock in the Company) materially adverse to interests of the Lenders, in their capacities as such, (iii) any increase or decrease in the purchase price effected in accordance with the working capital or other purchase price adjustment set forth in the CUSIP Acquisition Agreement will not be materially adverse to the extent reasonably required interests of the Lenders, in their capacities as such, (iv) any amendment or modification to the definition of the term “Business Material Adverse Effect” in the CUSIP Acquisition Agreement will be deemed to be materially adverse to the interests of the Lenders, in their capacities as such, and (v) the updating of certain sections of the Seller Disclosure Schedules (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021), as such updating is expressly contemplated by the Administrative AgentCUSIP Acquisition Agreement as in effect on December 24, and such results shall 2021, will be deemed not reveal any material judgment or any Lien on any to be materially adverse to the interests of the assets Lenders, in their capacities as such). (h) Prior to or substantially concurrently with the funding of the Loan Parties except for Liens permitted under Section 6.2 or Liens to Term Loans, the Existing Credit Agreement Refinancing shall be discharged on or prior to the Effective Dateconsummated. (i) At the time of and immediately after giving effect to the borrowing of Loans on the Effective Date, (i) the Specified CUSIP Acquisition Agreement Representations shall be true and correct to the extent required by the definition of such term and (ii) the Specified Representations shall be true and correct in all material respects (except in the case of any Specified Representation which expressly relates to a given date or period, which Specified Representation shall be true and correct in all material respects as of such date or for such period, as the case may be); provided that to the extent that any Specified Representation is qualified by or subject to a “Material Adverse Effect”, “material adverse change” or similar term or qualification, the same shall be so true and correct in all respects. (j) Except as set forth in, or qualified by any matter set forth in, the Seller Disclosure Schedules (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021 and as the Seller Disclosure Schedules are in effect on December 24, 2021) (it being agreed that the disclosure of any matter in any section in the Seller Disclosure Schedules shall be deemed to have been disclosed in any other section in the Seller Disclosure Schedules to which the applicability of such disclosure is reasonably apparent on the face of such disclosure), since December 31, 2020, there has not been, individually or in the aggregate, a Business Material Adverse Effect (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021) or any Effect (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021) that would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. (k) The Administrative Agent shall have received, at least five three Business Days prior to the Effective Date, all documentation and other information regarding required by regulatory authorities with respect to the Borrower and the Guarantors requested in connection with Company under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, in each case, that has been reasonably requested by any Lender in writing at least 10 Business Days in advance of the Effective Date. (l) All fees and expenses required to be paid on the Effective Date pursuant to the Commitment Letter, the Fee Letters or this Agreement, in the case of expenses, to the extent requested in writing of the Borrower invoiced at least ten three Business Days prior to the Effective Date (or such later date to which the Company may agree), shall have been paid. The Administrative Agent shall notify the Company and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to Lenders of the Effective Date, any Lender that has requested, in a written and such notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The occurrence of the Effective Date shall become effective on be subject to the first date on which delivery of the following conditions shall have been satisfied or waived (documents satisfactory to the “Effective Date”):Agent: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each LenderThis Amendment. (b) The Administrative Agent shall have received a Note executed by A Guaranty from each Guarantor in substantially the Borrower in favor of each Lender requesting a Note in advance of the Effective Dateform attached as Exhibit A hereto. (c) The Administrative Agent shall have received a written opinion (addressed A Note payable to the Administrative AgentXxxxx Fargo Bank, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.N.A. (d) The Administrative Agent shall have received certificate of incorporation (icertified by the Secretary of State of Delaware dated no earlier than 30 days prior to this Agreement) certified copies and by-laws of the Borrower and all corporate action taken by the Borrower authorizing this Amendment (including the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, Directors of the Borrower and each other Loan Party approving authorizing the transactions contemplated hereby), in each case, certified by this Agreement and the execution and delivery secretary or assistant secretary of the Loan Documents to be delivered by Borrower. (e) A certificate of the secretary or assistant secretary of the Borrower naming and setting forth the other Loan Parties specimen signature of each of the officers of the Borrower (i) who is authorized to sign on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents its behalf this Amendment and (ii) all who is (A) an Authorized Officer or (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other documents reasonably requested communications (other than notices required to be given by the Administrative Agent relating to the organization, existence an Authorized Officer) in connection with this Agreement and good standing of each Loan Party and authorization of the transactions contemplated hereby. (ef) The Administrative Agent shall have received a A certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf senior officer of the Borrower by dated the President, a Vice President or a Financial Officer date of this Amendment to the Borrower confirming the accuracy effect that on and as of such date: (i) no Default shall have occurred and be continuing; and (ii) the representations and warranties set forth made by the Borrower in Article III Section 6 of this the Credit Agreement and Section 7 hereof are true and correct with the same force and effect as if made on and as of the Effective Date and that no Default or Event of Default exists as of the Effective Datesuch date. (g) The Administrative Agent An opinion of internal counsel of the Borrower, substantially in the form of Exhibit B hereto. (h) A good standing certificate from (i) the Borrower’s Federal Reserve Bank, and (ii) the Secretary of State of the Borrower’s state of incorporation shall have received the results of recent UCC, tax and judgment Lien searches with respect to been delivered (in each of the Loan Parties to the extent reasonably required by the Administrative Agentforegoing cases, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or dated no earlier than 30 days prior to the Effective Datethis Agreement). (i) The Administrative Agent shall have received, at least five Business Days prior to articles of incorporation (also certified by the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing Secretary of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five State of each Guarantor’s state of organization dated no earlier than 30 days prior to this Agreement) and by-laws of each Guarantor and all corporate action taken by each Guarantor authorizing its Guaranty Agreement and the Effective Date, any Lender that has requestedperformance of its obligations thereunder (including the resolutions of the Board of Directors of such Guarantor authorizing the transactions contemplated by its respective Guaranty Agreement), in a written notice to each case, certified by the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development secretary or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effectassistant secretary of such Guarantor. (j) On A certificate of the Effective Date, secretary or assistant secretary of each Guarantor naming and setting forth the Administrative specimen signature of each of the officers of such Guarantor who is authorized to sign its Guaranty Agreement on its behalf (the Agent shall have received a Solvency Certificate executed and each Bank may conclusively rely on such certificate until formally advised by a Financial Officer like certificate of any changes therein). (k) A good standing certificate from the Borrower Secretary of State of each Guarantor’s state of incorporation, dated no earlier than 30 days prior to this Agreement. (l) An opinion of internal counsel to each Guarantor in the form of Exhibit H C attached hereto. (km) Subject to Such other documents as the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentmay reasonably request.

Conditions to Effective Date. This The effectiveness of this Credit Agreement shall become effective on is subject to the first date on which satisfaction of such of the following conditions on or prior to the Effective Date as shall not have been satisfied or expressly waived (in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the “Effective Date”):Administrative Agent and each of the Lenders: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed counterparts of this Credit Agreement signed by each of the parties hereto; (b) the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower with respect to the Parent and the Borrower, addressed to the Administrative Agent and the Lenders, in favor of each Lender requesting a Note in advance of form and substance satisfactory to the Effective Date.Administrative Agent and the Lenders; (c) The the Administrative Agent shall have received a written opinion the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Dateif any) of (i) Xxxxxx LLPeach Credit Party, special U.S. counsel for certified as of a recent date by the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for applicable Secretary of State of the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.state of formation of such Credit Party; (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of good standing (or certificate of similar meaning) with respect to each Credit Party issued as of a recent date by the representative directorapplicable Secretary of State of the state of formation of such Credit Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, the secretary or an assistant secretary as applicable) of each Loan state in which such Credit Party certifying is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (e) the names and true signatures Administrative Agent shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party with respect to each of the officers of such Loan Credit Party authorized to sign execute and deliver the Credit Documents to which such Credit Party is a party and, in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Loan Notices; (f) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Credit Party of (A) the by-laws or similar governing document of each Credit Party and (B) all corporate, limited liability company, partnership or other necessary action taken by such Credit Party to authorize the execution, delivery and performance of the Credit Documents to which it is a party, to be delivered by each Loan Party ; (g) the Administrative Agent and the Lenders shall have been paid all fees due and payable on the Effective Date in connection herewith (including fees and the other documents to be delivered hereunder on the Effective Date.expenses of counsel); (fh) The Administrative Agent shall have received a certificateParent, dated the Effective Date and signed on behalf of the Borrower by or any Subsidiary that qualifies as a “legal entity customer” under the PresidentBeneficial Ownership Regulation shall, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall collectively, have received the results of recent UCC, tax and judgment Lien searches with respect delivered to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to Parent, the Borrower or each such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or Subsidiary, in each case, at least five (5) Business Days prior to the Effective Date.; and (i) The Administrative Agent the Borrower and each other Credit Party shall have receivedprovided, at least five (5) Business Days prior to the Effective Date, all documentation information requested by the Administrative Agent and other information regarding the Borrower and the Guarantors requested each Lender in connection order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii10) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective is subject to satisfaction, on or before the first date on which Termination Date, of the following conditions precedent (provided, that the respective obligations of the parties hereto set forth in Section 2.08(a) and Article X shall have been satisfied or waived (not be subject to the “Effective Date”satisfaction of the following conditions precedent): (a) The Administrative Agent Agent’s receipt of the following, each of which shall have be originals, facsimiles or electronic (pdf.) transmission (followed promptly by originals) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance reasonably satisfactory to the Administrative Agent, its legal counsel and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower, ; (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note Notes executed by the Borrower in favor of each Lender requesting a Note in advance Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Effective Date.Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (civ) The such documents and certifications as the Administrative Agent shall have received may reasonably require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing in its jurisdiction of organization, including certified copies of the Borrower’s Organization Documents, and certificates of good standing and tax clearance certificates; (v) a written favorable opinion (of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Borrower, addressed to the Administrative Agent, the Issuing Banks Agent and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Partieseach Lender, in each case the form set forth in form and substance reasonably satisfactory to the Administrative Agent.Exhibit E; (dvi) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is signed by a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Responsible Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists certifying, as of the Effective Date. , (gA) The Administrative Agent shall have received that the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested conditions specified in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(aSections 4.03(a) and (iib) all attorney costs of the Administrative Agent.have been satisfied,

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on the first date on which Effective Date is subject to satisfaction of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note each of the following, each of which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by the Borrower in favor of a Responsible Officer, each Lender requesting a Note in advance of dated the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.Agent and each of the Lenders: (di) executed counterparts of this Agreement; and (ii) a Note executed by the Company in favor of each Lender that has requested a Note at least three Business Days prior to the Effective Date; (b) The Administrative Agent shall have received received: (i) certified copies of the resolutions of the Board board of Directorsdirectors, managers, membersauthorized subcommittee thereof, or equity holders, as applicable, other equivalent body of the Borrower and each other Loan Party approving Company authorizing the transactions contemplated by this Agreement and Transactions to which the execution and delivery Company is a party, certified as of the Loan Documents to be delivered Effective Date by the Borrower and Secretary or an Assistant Secretary of the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and Company; (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, Secretary or Assistant Secretary of the secretary or an assistant secretary of each Loan Party Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign the execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and Company hereunder; (iii) the other documents to be delivered hereunder articles or certificate of incorporation of the Company as in effect on the Effective Date, certified by the Secretary of State of its state of incorporation or organization as of a recent date; (iv) the bylaws or equivalent document of the Company as in effect on the Effective Date, certified by the Secretary or Assistant Secretary of the Company as of the Effective Date; and (v) a certificate of good standing for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date. (c) [Reserved]. (d) The Agent shall have received a customary written opinion (addressed to the Agent and the Lenders and dated the Effective Date) from Xxxxxxxx, Lipton, Xxxxx & Xxxx LLP, counsel for the Company. (e) [Reserved]. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and certificate signed by a Responsible Officer on behalf of the Borrower by the PresidentCompany, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists dated as of the Effective Date, certifying as to the matters set forth in Sections 4.01(h). (g) The Administrative Agent Company shall have received provided the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding to the Borrower and the Guarantors requested in connection with Agent that are required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower Company shall have received written requests therefor at least ten (10) Business Days prior to the Effective Date Date. (h) The representations and warranties of the Company contained in Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (x) which are not qualified as to materiality shall be true and correct in all material respects and (iiy) which are qualified as to the extent the Borrower qualifies materiality shall be true and correct, in each case, on and as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to of the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, except to the extent invoiced with reasonable detail at least two Business Days prior that such representations and warranties specifically refer to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lenderan earlier date, in an amount equal to 0.10% of which case they shall be true and correct in all material respects, or true and correct, as the amount case may be, as of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentearlier date.

Conditions to Effective Date. This Agreement shall become effective on the first date on which that each of the following conditions shall have been satisfied (or waived (the “Effective Date”in accordance with Section 9.07): (a) The receipt by the Administrative Agent shall have of (x) this Agreement, executed by a counterpart duly authorized officer of each Borrower and each other party hereto and shall have received an (y) Notes in favor of each Bank requesting a Note, all executed counterpart hereto from (i) the by a duly authorized officer of each Borrower, (ii) each other Loan Party and (iii) each Lender.; (b) The receipt by the Administrative Agent shall have received of a Note executed by the Borrower in favor certificate of an authorized officer of each Lender requesting a Note in advance Borrower, dated as of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent., certifying and attaching the following: (d) The Administrative Agent shall have received (i) certified copies a copy of the resolutions of the Board of DirectorsDirectors of such Borrower, managersduly adopted, memberswhich authorize the execution, or equity holdersdelivery and performance of this Agreement, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower Notes and the other Loan Parties on Transaction Documents; (ii) a copy of the Effective DateArticles of Incorporation of such Borrower, including any amendments thereto; (iii) a copy of the Bylaws of such Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of such Borrower, which shall identify by name and title and bear the signatures of all documents evidencing other necessary of the officers of Borrower executing any of the Transaction Documents to which such Borrower is a party; (v) a certificate of corporate good standing of such Borrower issued by the appropriate Governmental Authorities of its jurisdiction of incorporation; (or other applicable organizationalc) action and governmental approvalsreceipt by the Administrative Agent of favorable opinions of (i) Xxxxxxx LLP, if any, with respect special counsel to the Loan Documents Borrowers, and (ii) all other documents reasonably requested with respect to Spire Alabama and related Alabama law matters, in-house counsel to one or more of the Borrowers that is licensed to practice law in the State of Alabama; (d) receipt by the Administrative Agent relating to the organizationof a certificate, existence and good standing signed by an authorized officer of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificateBorrower, dated the Effective Date and signed on behalf of in form and substance reasonably satisfactory to the Borrower by the PresidentAdministrative Agent, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the certifying that (i) all representations and warranties set forth of such Borrower contained in Article III of this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and that correct as of such date), (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 2021, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as of required hereunder; (e) the Borrowers shall have paid (i) to Xxxxx Fargo Securities, U.S. Bank and JPMCB, the fees required under the applicable Fee Letters, respectively, to be paid to them on the Effective Date. , in the amounts due and payable on the Effective Date, (gii) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any the initial payment of the assets annual administrative fee described in the Xxxxx Fargo Fee Letter, and (iii) all other fees of the Loan Parties except for Liens permitted Arrangers, the Administrative Agent and the Banks and the reasonable expenses of the Administrative Agent required under Section 6.2 or Liens any other Transaction Document to be discharged paid on or prior to the Effective Date. Date (i) The Administrative Agent shall have receivedincluding, at least five Business Days to the extent invoiced prior to the Effective Date, reasonable fees and expenses of counsel to the Administrative Agent) in connection with this Agreement and the other Transaction Documents; (f) receipt by the Administrative Agent of copies of the financial statements referred to in Section 5.09; (g) receipt by the Administrative Agent and the Banks of all documentation and other information regarding requested by the Borrower and the Guarantors requested in connection with Administrative Agent or such Bank that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot PATRIOT Act; (h) receipt by the Administrative Agent, and any Bank requesting the same, at least five Business Days prior to the extent Effective Date of a Beneficial Ownership Certification in relation to each Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case if requested in writing of the Borrower at least ten Business Days prior to the Effective Date and Date; (iii) receipt by the Administrative Agent of an Account Designation Letter, together with written instructions from an Authorized Individual for each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (j) receipt by the Administrative Agent of evidence reasonably satisfactory to the extent the Borrower qualifies as a “legal entity customer” Administrative Agent that all accrued and unpaid interest and fees under the Beneficial Ownership RegulationExisting Loan Agreement as of the Effective Date have been paid in full; and (k) such other agreements, at least documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five days (5) Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.04, any Lender for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has requestedsigned this Agreement shall be deemed to have consented to, in approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a written notice to the Borrower at least five days prior to the Effective Date, Bank unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Bank prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAdministrative Agent, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received a Note at least one executed by the Borrower in favor of each Lender requesting a Note in advance counterpart of the Effective Date.Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPthe General Counsel of the Company, special U.S. counsel for in a form reasonably satisfactory to the Loan Parties, Administrative Agent and (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesXxxxx Day, in each case a form reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby.; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default or Event of Default exists as of the Effective Date.has occurred and is continuing; and (gf) The Administrative Agent and each Lender (and its Affiliates) shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation fees and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and amounts due and payable on or prior to the Effective Date, including (i) upfront feesincluding, payable to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. 51 Xxxxxxx-Xxxxxxxx Company | Credit Agreement (g) The Administrative Agent for shall have received a Fee Letter, executed and delivered by the account of each LenderCompany and the Administrative Agent, in an amount equal a form reasonably satisfactory to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make the Roll-up Loans hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from either (i) the Borrower, a counterpart of this Agreement signed on behalf of such party or (ii) each other Loan Party and evidence satisfactory to the Administrative Agent (iiiwhich may include a facsimile transmission) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by favorable written opinion (addressed to the Borrower in favor of each Lender requesting a Note in advance of Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxxxx & Xxxxx LLP, counsel for the Loan Parties, addressing corporate authority matters and other matters as the Administrative Agent shall reasonably request, each such opinion to be in form, scope and substance reasonably satisfactory to the Administrative Agent and the Lenders. (c) The Administrative Agent shall have received a written opinion (addressed as to each Loan Party such customary documents and certificates as it shall reasonably have requested relating to the Administrative Agentorganization, the Issuing Banks existence and good standing of such Loan Party and the Lenders and dated the Effective Date) authorization of (i) Xxxxxx LLP, special U.S. counsel for the Loan PartiesDocuments or the Transactions, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case all in form and substance reasonably satisfactory to the Administrative Agent. (da) The Administrative Agent representations and warranties of the Loan Parties set forth in the Loan Documents shall have received be true and correct (i) certified copies in the case of the resolutions representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Board Effective Date, except in the case of Directorsany such representation and warranty that expressly relates to a prior date, managers, members, or equity holders, in which case such representation and warranty shall be so true and correct on and as applicable, of such prior date and (b) at the Borrower time of and each other Loan Party approving immediately after giving effect to the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents Transactions to be delivered by the Borrower and the other Loan Parties occur on the Effective Date, no Event of Default shall have occurred and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebybe continuing. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf by the chief financial officer of the Borrower by Parent Borrower, confirming compliance with the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties conditions set forth in Article III paragraph (d) of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective DateSection. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on The occurrence of the first date on which Effective Date is subject to satisfaction of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from Agent’s receipt of the following: (i) duly executed counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Lender and the Administrative Agent; (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note at least three Business Days in advance of the Effective Date.; (ciii) The Administrative Agent shall have received a written closing certificate executed by a Responsible Officer of the Borrower as of or about the Effective Date, certifying as to (x) the charter and bylaws of the Borrower and (y) (a) the resolutions or other corporate action of the Borrower authorizing the execution and performance of, and (b) the incumbency and specimen signature of each officer of the Borrower executing, this Agreement and the other Loan Documents to which the Borrower is a party; (iv) a certificate of good standing with respect to the Borrower from the Secretary of State of the State of the Borrower’s organization (to the extent relevant and available in the jurisdiction of organization of the Borrower); (v) a favorable opinion (of Weil, Gotshal & Xxxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent, the Issuing Banks Agent and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holdersLender, as applicable, of to matters concerning the Borrower and each other the Loan Party approving the transactions contemplated by this Agreement and the execution and delivery Documents (including enforceability of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate under New York law); (or other applicable organizationalvi) action and governmental approvals, if any, with respect (x) to the Loan Documents and (ii) all other documents extent reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by any Lender through the Administrative Agent), and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with that are required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten two Business Days prior to the Effective Date and (iiy) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower.; and (ivii) Since December 31, 2020, no change, development a closing certificate executed by a Responsible Officer of the Borrower as of or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On about the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H heretocertifying as to Sections 4.01(e) and 4.01(f). (kb) Subject to the time period set forth in Schedule 5.15, the The Borrower shall have paid all accrued (i) to the Arrangers for their own account any fees due and unpaid feesrequired to be paid to the Arrangers as separately agreed among the Borrower and the Arrangers on or before the Effective Date, costs and expenses due (ii) to the Administrative Agent, for the account of each Lender holding a Commitment on the Effective Date, an upfront commitment fee payable on such Lender’s Commitments as of the Effective Date in an amount separately agreed with the Administrative Agent and (iii) subject to the Lenders, limitations set forth in Section 10.04 and to the extent invoiced with reasonable detail at least two three Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the reasonable out-of-pocket expenses of the Administrative Agent and Arrangers in connection with this Agreement, including the reasonable and documented out-of-pocket fees and expenses of one counsel (including any local counsel) for the account of each LenderAdministrative Agent and the Arrangers, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agenttaken as a whole.

Conditions to Effective Date. This Agreement shall become effective on the first date on which that each of the following conditions shall have been satisfied (or waived (the “Effective Date”in accordance with Section 9.07): (a) The receipt by the Administrative Agent shall have of (x) this Agreement, executed by a counterpart duly authorized officer of each Borrower and each other party hereto and shall have received an (y) Notes in favor of each Bank requesting a Note, all executed counterpart hereto from (i) the by a duly authorized officer of each Borrower, (ii) each other Loan Party and (iii) each Lender.; (b) The receipt by the Administrative Agent shall have received of a Note executed by the Borrower in favor certificate of an authorized officer of each Lender requesting a Note in advance Borrower, dated as of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent., certifying and attaching the following: (d) The Administrative Agent shall have received (i) certified copies a copy of the resolutions of the Board of DirectorsDirectors of such Xxxxxxxx, managersduly adopted, memberswhich authorize the execution, or equity holdersdelivery and performance of this Agreement, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower Notes and the other Loan Parties on Transaction Documents; (ii) a copy of the Effective DateArticles of Incorporation of such Borrower, including any amendments thereto; (iii) a copy of the Bylaws of such Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of such Xxxxxxxx, which shall identify by name and title and bear the signatures of all documents evidencing other necessary of the officers of Borrower executing any of the Transaction Documents to which such Xxxxxxxx is a party; (v) a certificate of corporate good standing of such Borrower issued by the appropriate Governmental Authorities of its jurisdiction of incorporation; (or other applicable organizationalc) action and governmental approvalsreceipt by the Administrative Agent of favorable opinions of (i) Xxxxxxx LLP, if any, with respect special counsel to the Loan Documents Borrowers, and (ii) all other documents reasonably requested with respect to Spire Alabama and related Alabama law matters, in-house counsel to one or more of the Borrowers that is licensed to practice law in the State of Alabama; (d) receipt by the Administrative Agent relating to the organizationof a certificate, existence and good standing signed by an authorized officer of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificateBorrower, dated the Effective Date and signed on behalf of in form and substance reasonably satisfactory to the Borrower by the PresidentAdministrative Agent, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the certifying that (i) all representations and warranties set forth of such Borrower contained in Article III of this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and that correct as of such date), (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 2023, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as of required hereunder; (e) the Borrowers shall have paid (i) to Xxxxx Fargo Securities, U.S. Bank and JPMCB, the fees required under the applicable Fee Letters, respectively, to be paid to them on the Effective Date. , in the amounts due and payable on the Effective Date, (gii) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any the initial payment of the assets annual administrative fee described in the Xxxxx Fargo Fee Letter, and (iii) all other fees of the Loan Parties except for Liens permitted Arrangers, the Administrative Agent and the Banks and the reasonable expenses of the Administrative Agent required under Section 6.2 or Liens any other Transaction Document to be discharged paid on or prior to the Effective Date. Date (i) The Administrative Agent shall have receivedincluding, at least five Business Days to the extent invoiced prior to the Effective Date, reasonable fees and expenses of counsel to the Administrative Agent) in connection with this Agreement and the other Transaction Documents; (f) receipt by the Administrative Agent of copies of the financial statements referred to in Section 5.09; (g) receipt by the Administrative Agent and the Banks of all documentation and other information regarding requested by the Borrower and the Guarantors requested in connection with Administrative Agent or such Bank that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot PATRIOT Act; (h) receipt by the Administrative Agent, and any Bank requesting the same, at least five Business Days prior to the extent Effective Date of a Beneficial Ownership Certification in relation to each Borrower (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case if requested in writing of the Borrower at least ten Business Days prior to the Effective Date and Date; (iii) receipt by the Administrative Agent of an Account Designation Letter, together with written instructions from an Authorized Individual for each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (j) receipt by the Administrative Agent of evidence reasonably satisfactory to the extent the Borrower qualifies as a “legal entity customer” Administrative Agent that all accrued and unpaid interest and fees under the Beneficial Ownership RegulationExisting Loan Agreement as of the Effective Date have been paid in full; and (k) such other agreements, at least documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five days (5) Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.04, any Lender for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has requestedsigned this Agreement shall be deemed to have consented to, in approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a written notice to the Borrower at least five days prior to the Effective Date, Bank unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Bank prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The Agreement and the Commitments shall become effective on and as of the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”):) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have executed received from each party hereto a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lenderof this Agreement signed on behalf of such party. (b) The Administrative Agent Company shall have received a Note executed by paid all accrued fees due and payable under the Borrower Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in favor the case of each Lender requesting a Note in advance of expenses to the extent invoiced at least three Business Days prior to the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and Each of the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five three Business Days prior to in advance of the Effective Date, all documentation and other information regarding with respect to the Borrower and the Guarantors Company, as has been reasonably requested in connection with writing at least five (5) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date Act and (ii) to the extent the Borrower including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (jd) On the Effective Date, the Administrative following statements will be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date in all material respects (unless qualified by materiality, in which case are correct in all respects), and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date, Notes to the extent requested by any Lender pursuant to Section 2.16 at least three Business Days in advance of the Effective Date. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable. (g) The Agent shall have received a Solvency Certificate executed by a Financial Officer certificate of the Borrower in Secretary or an Assistant Secretary or comparable officer of the form Company certifying the names and true signatures of Exhibit H heretothe officers of the Company authorized to sign this Agreement and the other Loan Documents. (kh) Subject The Agent shall have received a favorable opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company, in a form reasonably satisfactory to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and as to such other matters as any Lender through the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentmay reasonably request.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on and the first date on which obligation of each Lender to make its initial Loans hereunder is subject to satisfaction to each Lender (or waiver by each Lender in accordance with Section 10.1) of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have executed Agent’s receipt of the following (in the case of certificates of governmental officials, dated no earlier than a counterpart hereto recent date before the Effective Date), each in form and shall have received substance satisfactory to the Lenders: (i) an executed counterpart hereto from of this Agreement, properly executed by a duly authorized signatory (iapoderado) of the Borrower, (ii) Borrower and a duly authorized signatory of each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agentparty hereto, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, ; (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory with respect to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified Borrower, true, correct and complete copies of (A) the resolutions of the Board board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and directors authorizing the execution and delivery of this Agreement, (B) incorporation deed (escritura constitutiva) and current bylaws (estatutos sociales vigentes) evidencing that the Loan Documents to be delivered by execution of this Agreement is contemplated within the Borrower and corporate purpose of the other Loan Parties on the Effective DateBorrower, and all documents evidencing other necessary corporate (or other applicable organizationalC) action and governmental approvals, if any, with respect the public deeds containing the powers of attorney granted to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed individuals executing this Agreement on behalf of the Borrower (including poderes para actos de administración and poderes para suscribir títulos de crédito conforme al artículo 9 de xx Xxx General de Títulos y Operaciones de Xxxxxxx); (iii) favorable opinions of (A) Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Borrower and (B) the Borrower’s General Counsel, addressed to the Administrative Agent and each Lender, as to such customary matters concerning the Borrower and this Agreement as the Required Lenders may reasonably request; (iv) a certificate signed by the President, a Vice President or a Financial Responsible Officer of the Borrower confirming the accuracy of certifying (A) that the representations and warranties set forth of the Borrower contained in Article III of this Agreement as of the Effective Date V are true and that no Default or Event of Default exists correct on and as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties except to the extent reasonably required that such representations and warranties specifically refer to another date, in which case they shall be true and correct as of such other date and (B) that no Default exists, or would occur immediately after giving effect to this Agreement, on the Effective Date; (v) evidence that, upon the payment of a specified amount, the Termination and Release shall occur; (vi) the acceptance by the Administrative Agent, and such results shall not reveal Process Agent of an irrevocable appointment to act as agent for service of process for the Borrower in connection with any material judgment or any Lien on any proceeding relating to the Loan Documents brought in the State of New York (vii) a copy certified by a Mexican notary public of the assets irrevocable special power of attorney for lawsuits and collections (poder especial irrevocable para pleitos y cobranzas) granted by the Borrower before a Mexican notary public in favor of the Loan Parties except for Liens permitted under Process Agent; and (viii) the Audited Financial Statements and the unaudited financial statements of the Borrower referred to in Section 6.2 or Liens 5.5(a) and (b) required to be discharged on or delivered prior to the Effective Date. (i) The Upon the reasonable request of any Lender or the Administrative Agent shall have received, made at least five ten (10) Business Days prior to the Effective Date, all the Borrower shall have provided to such Lender or the Administrative Agent, as applicable, the documentation and other information regarding the Borrower and the Guarantors so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act, to the extent requested in writing of the Borrower each case at least ten three (3) Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior the Borrower shall have delivered to the Effective Date, any each Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received so requests a Beneficial Ownership Certification in relation to the Borrower. Borrower at least ten (i10) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected Business Days prior to have a Material Adverse Effect. (j) On the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement shall become effective on The obligation of the first date on which Banks to make any Loan hereunder and of any Letter of Credit Issuer to issue or amend any Letter of Credit is subject to the satisfaction of each of the following conditions shall have been satisfied or waived (in addition to, and without limitation of, the “Effective Date”):applicable conditions set forth in Sections 3.3 and 3.4: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) satisfaction of the Borrower, (ii) each other Loan Party and (iii) each Lender.conditions set forth in Section 3.1; (b) The Administrative Agent shall have received a Note executed by documentation, in form and substance reasonably acceptable to the Borrower in favor of each Lender requesting a Note in advance Administrative Agent, evidencing the termination of the Effective Date.Existing Credit Agreement and the repayment of all obligations owing thereunder (other than indemnities and similar obligations that customarily survive termination of credit facilities), which repayment may be made with the proceeds of the initial Loans hereunder; (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Credit Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents shall have provided to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. requesting Bank (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of in each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have receivedcase, at least five 2 Business Days prior to the Effective Date, all to the extent reasonably requested in writing to the Borrower at least 5 Business Days prior to the Effective Date) (i) the documentation and other information regarding requested by the Borrower Administrative Agent or any requesting Bank in order to comply with requirements of any AML Laws and the Guarantors requested in connection with any applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date regulations and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower.Certification; (id) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the The Borrower shall have paid all or made arrangements to pay contemporaneously with closing (i) to the Administrative Agent, the Arrangers and the Banks the fees set forth or referenced in Section 2.7 and any other accrued and unpaid fees or commissions with respect to the credit facilities governed by this Agreement as agreed in writing by the Borrower and (ii) all reasonable fees, costs charges and expenses due disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the LendersAdministrative Agent, but limited to the extent invoiced with reasonable detail at least two Business Days prior fees, charges and disbursements of one external counsel to the Effective Administrative Agent and, if necessary, one local counsel in each relevant jurisdiction); and (e) On or after the Closing Date and due and payable but on or prior to the Effective DateDate (including any such incurrence, including establishment or issuance made on the Effective Date substantially concurrently with the effectiveness of the Commitments hereunder), the Borrower shall have incurred, established or issued an aggregate of at least $1,550,000,000 in aggregate principal amount (or in the case of common or preferred equity, gross proceeds) in the form of (i) upfront feesTerm Loan Commitments, payable to the Administrative Agent for the account of each Lender, (as defined in an amount equal to 0.10% this Agreement immediately as of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and Date), (ii) all attorney costs Revolving Credit Commitments, and (iii) (x) equity or equity-related securities, including Convertible Debt and/or (y) unsecured debt securities (this clause (iii), the “Specified Incurrences”); provided that the aggregate principal amount (or in the case of common or preferred equity, gross proceeds) of the Specified Incurrences shall not be less than $250,000,000. The Administrative AgentAgent shall notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Effective Date shall not occur, and this Agreement and the obligations of the parties hereunder shall automatically terminate if each of the foregoing conditions is not satisfied (or waived pursuant to Section 10.5) at or prior to 11:59 p.m., New York City time, on September 5, 2023.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 10.02): (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from either (i) the Borrower, a counterpart of this Agreement signed on behalf of such party or (ii) each evidence satisfactory to the Administrative Agent (which, subject to Section 10.06, may include Electronic Signatures transmitted by emailed .pdf or other Loan Party and (iiiany other electronic means that reproduces an image of an actual executed signature page) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a Note counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Borrower in favor Administrative Agent (which, subject to Section 10.06, may include Electronic Signatures transmitted by emailed .pdf or other any other electronic means that reproduces an image of each Lender requesting an actual executed signature page) that such Person has signed a Note in advance counterpart of the Effective DateGuarantee Agreement. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Agent and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPXxxxx Day, special U.S. and, to the extent not covered by the foregoing, counsel for reasonably acceptable to the Administrative Agent in each other jurisdiction where any Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesParty is organized, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, such customary documents and certificates as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent may reasonably request relating to the organization, existence and and, if applicable, good standing of each the Loan Parties, the authorization of the Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of any Loan Party and authorization of any other legal matters relating to the transactions contemplated herebyLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Senior Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement Company, certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Default or Event of Default exists as of the Effective Datehas occurred and is continuing. (gf) The Administrative Agent shall have received and the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent Lenders shall have received, at least five two Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with each Loan Party required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot ActUSA PATRIOT Act and the Beneficial Ownership Regulation, to the extent reasonably requested in writing of the Borrower at least ten 10 Business Days prior to the Effective Date Date. (g) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents (iior separately agreed in writing by the Company with any of the Arrangers or the Administrative Agent) to be reimbursable or payable to the extent Arrangers (or Affiliates thereof), the Borrower qualifies as a “legal entity customer” under Administrative Agent or the Beneficial Ownership Regulation, at least five days Lenders shall have been paid on or prior to the Effective Date, any Lender that has requestedin each case, in a written notice to the Borrower at least five days extent required to be paid on or prior to the Effective DateDate and, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer case of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lendersexpenses, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date Date. The Administrative Agent shall notify the Company and due and payable on or prior to the Lenders of the occurrence of the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of and such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) notice shall be conclusive and (ii) all attorney costs of the Administrative Agentbinding.

Conditions to Effective Date. This Agreement shall become effective on as of the first date on which Effective Date when all of the following conditions shall set forth in this Section 7 have been satisfied or waived (the “Effective Date”):satisfied. (a) The Administrative Agent shall have received one or more counterparts of this Agreement, duly executed a counterpart hereto and shall have received an executed counterpart hereto from (i) delivered by the Borrower, (ii) each other Loan Party the Guarantors and (iii) each Lenderthe requisite Lenders. (b) The Administrative Agent shall have received a Note executed by for its own account, or for the Borrower in favor account of each Lender requesting a Note in advance Lender, as the case may be (i) all fees, costs and expenses due and payable pursuant to Section 3.05 of the Credit Agreement, if any, and (ii) if then invoiced at least one (1) Business Day prior to the Effective Date, any amounts payable pursuant to Section 12.03 of the Credit Agreement. (c) The Administrative Agent All fees and expenses due and owing to FTI Consulting, Xxxx Xxxxxxxx LLP and Xxxxxxx Xxxx & Xxxxxxxxx LLP invoiced at least one (1) Business Day prior to the Effective Date shall have received a written opinion (addressed to been paid or reimbursed by the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative AgentBorrower. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower representations and each other Loan Party approving the transactions contemplated by this Agreement warranties in Section 9 below are true and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and correct in all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebymaterial respects. (e) The Administrative Agent shall have received a certificate dated as of the representative directordate hereof, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures duly executed by a Responsible Officer of the officers of Borrower, certifying as to the matters described in item (d) above and such Loan Party authorized to sign other matters as the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective DateAdministrative Agent shall reasonably request. (f) The Borrower shall have provided the Administrative Agent shall have received a certificate, dated under the Effective Date and signed on behalf Second Lien Term Loan Agreement (as such term is defined in the Intercreditor Agreement) written notice of the Borrower by Mortgages and/or supplements to the PresidentMortgages, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Dateapplicable, to be entered into pursuant to Section 8 hereof. (g) The Administrative Agent shall have received the results duly executed Intercompany Note. (h) The Administrative Agent shall have received a report dated as of recent UCCApril 24, tax and judgment Lien searches with respect to each 2015 in the form of Annex I hereto of the Loan Parties to the extent reasonably required by the Administrative Agent, Borrower’s and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Dateits Subsidiaries’ accounts payable and payments. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding received a cash flow forecast of the Borrower and its Subsidiaries for the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulationsperiod of thirteen weeks, including the Patriot Actcommencing April 27, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested2015, in a written notice form satisfactory to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effectand its counsel’s financial advisor. (j) On All legal matters and other due diligence in connection with this Agreement and the Effective Date, other Loan Documents and the assets and properties of the Loan Parties and their respective Subsidiaries shall be satisfactory to the Administrative Agent Agent, and there shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject been furnished to the time period set forth Administrative Agent, at the Borrower’s expense, such agreements and other documents, information and records with respect to the Loan Parties and their respective Subsidiaries in Schedule 5.15form, the Borrower shall have paid all accrued substance, scope and unpaid fees, costs and expenses due methodology satisfactory to the Administrative Agent and the Lendersin its sole discretion, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to as the Administrative Agent may reasonably have requested for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthat purpose.

Conditions to Effective Date. This Agreement shall become effective on as of the first date on which Amendment Effective Date when all of the following conditions shall set forth in this Section 4 have been satisfied or waived (the “Effective Date”):satisfied. (a) The Administrative Agent shall have received one or more counterparts of this Agreement, duly executed a counterpart hereto and shall have received an executed counterpart hereto from (i) delivered by the Borrower, (ii) each other Loan Party the Guarantors and (iii) each Lenderthe requisite Lenders. (b) The Administrative Agent All fees and expenses due and owing to FTI Consulting, Xxxx Xxxxxxxx LLP and Xxxxxxx Xxxx & Xxxxxxxxx LLP invoiced at least one (1) Business Day prior to the Amendment Effective Date shall have received a Note executed been paid or reimbursed by the Borrower in favor of each Lender requesting a Note in advance of the Effective DateBorrower. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks representations and the Lenders warranties in Section 5 below are true and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, correct in each case in form and substance reasonably satisfactory to the Administrative Agentall material respects. (d) The Administrative Agent shall have received (i) certified copies a certificate dated as of the resolutions date hereof, duly executed by a Responsible Officer of the Board of DirectorsBorrower, managers, members, or equity holders, certifying as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents matters described in item (c) above and (ii) all such other documents reasonably requested by matters as the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebyshall reasonably request. (e) The Administrative Agent shall have received a certificate of the representative directorforbearance fee equal to $500,000 to be distributed to those Lenders that have executed this Agreement on or before 5:00 p.m. (Eastern Time) on June 30, the secretary or an assistant secretary of 2015 in accordance with each Loan Party certifying the names and true signatures of the officers such Lender’s pro rata share of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Datefee. (f) The Administrative Agent Xxxxxxx Xxxx & Xxxxxxxxx LLP shall have received a certificate, dated the Effective Date and signed on behalf an evergreen retainer of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date$250,000. (g) The Administrative Agent shall have received All legal matters and other due diligence in connection with this Agreement and the results of recent UCC, tax other Loan Documents and judgment Lien searches with respect to each the assets and properties of the Loan Parties and their respective Subsidiaries shall be satisfactory to the extent reasonably required by the Administrative Agent, and there shall have been furnished to the Administrative Agent, at the Borrower’s expense, such results shall not reveal any material judgment or any Lien on any of the assets of agreements and other documents, information and records with respect to the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have receivedand their respective Subsidiaries in form, at least five Business Days prior to the Effective Datesubstance, all documentation scope and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due methodology satisfactory to the Administrative Agent and the Lendersin its sole discretion, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to as the Administrative Agent may reasonably have requested for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthat purpose.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Issuers to issue Letters of Credit hereunder shall become effective on be subject to the first date on which satisfaction or waiver of the following conditions shall have been satisfied or waived precedent (such initial date of satisfaction of such obligations being, the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrowerfollowing, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance dated as of the Effective Date. Date (cunless otherwise specified) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Issuers, in each case without reference to the Administrative Agent.’s determination thereof: (d) The Administrative Agent shall have received (i) certified copies executed counterparts of (i) this Agreement from the Applicant, each Issuer party hereto on the Effective Date, the Administrative Agent and the Collateral Agent, and (ii) the Pledge Agreement from the Applicant, the Collateral Agent, the Trust and the Securities Intermediary; (ii) (x) a certificate of the resolutions Secretary, Assistant Secretary or another responsible officer of the Applicant, dated the Effective Date, attaching a true and complete copy of the consent of the Finance and Risk Management Committee of the Board of DirectorsDirectors of the Applicant, managerswhich shall, membersinter alia, (A) approve this Agreement and the transactions contemplated hereby and (B) authorize each applicable officer of the Applicant (or equity holderseach other responsible Person) (each, an “Authorized Officer”) during the Issuance Period to take all such actions to arrange for, execute and deliver any Requests or Amendment Requests with respect to Letters of Credit in an aggregate amount of up to the Facility Amount, supplemental agreements, instruments, amendments, extensions or other modification in the name and on behalf of the Applicant, which such Authorized Officer determines in his/her sole judgment to be necessary, proper or advisable in connection with or in order to perform the Applicant’s obligations under any Facility Document or in connection with this Agreement, with the performance of any such act by any Authorized Officer during the Issuance Period to be conclusive evidence that the same has been authorized and approved by the Applicant and the Board of Directors of the Applicant in every respect, and (y) a certificate of Secretary, Assistant Secretary or another responsible officer of the Applicant, dated as of the Effective Date, attaching a true and complete copy of the Amended and Restated Declaration of Trust (the “Declaration of Trust”), dated as of August 29, 2023, among the Applicant, as applicabledepositor (the “Depositor”) and in its individual capacity, of Deutsche Bank Trust Company Americas, as trustee (the Borrower “Trustee”), and each other Loan Party approving Deutsche Bank Trust Company Delaware, as Delaware trustee, which shall, inter alia, (A) approve the transactions contemplated by this Agreement and (B) authorize the execution Trustee or the Depositor, as applicable, to take all such actions, to arrange for, execute and delivery deliver any supplemental agreements, instruments, amendments, extensions or other modification in the name and on behalf of the Loan Documents Trust, including in connection with this Agreement, with the performance of any such act by the Trustee or the Depositor, on behalf of the Trust, during the Issuance Period to be delivered conclusive evidence that the same has been authorized and approved by the Borrower Trust in every respect; (iii) true, complete and accurate copies of the constituent documents of the Applicant and the other Loan Parties Trust and an incumbency certificate with respect to the Authorized Officers of the Applicant, in each case, certified by an Authorized Officer of the Applicant, as in effect on the Effective Date, and all documents evidencing other necessary corporate ; (or other applicable organizationaliv) action and governmental approvals, if any, with respect a certificate as to the Loan Documents good standing of each of the Applicant and the Trust, in each case, as of a recent date from the Secretary of State of the state of its organization; (iiv) all other documents reasonably to the extent requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, potential Issuer at least five (5) Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with required under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActPATRIOT Act and, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower Applicant qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31Applicant, 2020in each case, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two (2) Business Days prior to the Effective Date; (vi) (x) a favorable written opinion of counsel to the Applicant, in form and substance reasonably satisfactory to the Administrative Agent, relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and which are customary for transactions of the type contemplated herein, (y) a favorable written opinion of counsel to the Trust, in form and substance reasonably satisfactory to the Administrative Agent, relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and which are customary for transactions of the type contemplated herein, and (z) a favorable written opinion of counsel to the Trustee, in form and substance reasonably satisfactory to the Administrative Agent, relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and which are customary for transactions of the type contemplated herein; (vii) a certificate of a responsible officer of the Applicant, dated as of the Effective Date, confirming compliance with the condition set forth in Section 11(d) below; and (viii) an executed counterpart of the Pledge Agreement from each of the Applicant, the Trust, the Securities Intermediary and the Collateral Agent; (i) the Applicant shall have established the NRG Collateral Accounts and (ii) the Trust shall have established the Trust Collateral Account and shall have (or shall have caused) Eligible UST Assets acquired with the proceeds the P-Caps to have been credited to the Trust Collateral Account, the aggregate face amount of which shall be at least equal to the Minimum Collateral Base as of the Effective Date (after giving effect to the issuance of any Letters of Credit on the Effective Date); (c) all costs, fees, expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) and other compensation, due and payable on or to the Agents and/or the Issuers shall have been paid to the extent due and invoiced at least one (1) Business Day prior to the Effective Date; (d) the representations and warranties of the Applicant contained in each Facility Document to which it is a party shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Effective Date with the same effect as though made on and as of such date, including except to the extent such representations and warranties expressly relate to an earlier date (iin which case such representations and warranties shall be true and correct in all material respects (or if applicable, in all respects) upfront feesas of such earlier date); and (e) that certain Xxxxxxx and Restated Letter of Credit Facility Agreement, payable dated as of December 11, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Effective Date), by and among the Applicant, the financial institutions party thereto and the Administrative Agent for and the account Collateral Agent, the obligations thereunder and security interest in favor of each Lenderthe financial institutions a party thereto, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” each case, shall have been repaid in Schedule 2.1(a) full, terminated and (ii) all attorney costs of the Administrative Agentreleased.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAgents, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPL.X. Xxxxxxxx, special U.S. counsel for Vice President, General Counsel and Secretary of the Loan PartiesCompany, (ii) Xxx & Xxxxx, special Korean counsel for substantially in the Loan Parties form of Exhibit E-1 and (iiii) RajahJxxxx Day, Xxxx Singapore LLP, special Singapore counsel for substantially in the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.of Exhibit E-2; (dc) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower documents and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent certificates relating to the organization, existence and good standing of each Loan Party and the Company, the authorization of the transactions contemplated hereby.Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (fd) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default or Event of Default exists as of the Effective Date.has occurred and is continuing; and (ge) The Administrative Agent and each Lender (and its Affiliates) shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation fees and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and amounts due and payable on or prior to the Effective Date, including (i) upfront feesincluding, payable to the Administrative Agent for extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative AgentCompany hereunder.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on the first date on which is subject to satisfaction of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent conditions set forth in Section 4.01 shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) been satisfied as of the Borrower, (ii) each other Loan Party and (iii) each LenderClosing Date. (b) The Administrative Agent Agent’s receipt of the following, each of which shall have received a Note be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by the Borrower in favor a Responsible Officer of Fxxxxx, each Lender requesting a Note in advance of dated the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Fxxxxx as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Subsidiary Guaranty and the other Loan Documents to which Fxxxxx is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Fxxxxx is duly organized or formed, and that Fxxxxx is validly existing, in good standing and qualified to engage in business in Delaware; (iv) a favorable opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel to Fxxxxx, addressed to the Administrative Agent and each Lender, as to such matters concerning Fxxxxx and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; (v) a certificate signed by a Responsible Officer of the Company certifying that there has been no event or circumstance since December 31, 2005 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Merger Agreement) on the Company and its Subsidiaries, taken as a whole, after giving effect to the Merger; (vi) The representations and warranties of (A) the Company contained in Article V (excluding Section 5.05(c)), after giving effect to the supplemental Schedules with respect to Fxxxxx and its Subsidiaries to be provided pursuant to Section 4.02(b)(x), and (B) the Company and Fxxxxx contained in each other Loan Document or which are contained in the certificate delivered pursuant to Section 4.02(b)(v) shall be true and correct on and as of the Effective Date, 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; (vii) evidence that the Merger has been or, concurrently with the Effective Date, is being consummated in accordance with the terms of the Merger Agreement, as modified, amended or waived as of the Effective Date; provided, that, since the Closing Date, there shall not have been any modification, amendment or waiver of the Merger Agreement that is materially adverse to the interests of the Lenders without consent of the Required Lenders; (viii) evidence that the Existing Credit Agreements have been or, concurrently with the Effective Date, are being terminated, all obligations thereunder have been paid in full and all Liens, if any, securing obligations under the Existing Credit Agreements have been or, concurrently with the Effective Date, are being released; (ix) a duly completed Compliance Certificate as of the Effective Date, signed by a Responsible Officer of the Company; and (x) (A) updated Schedules 2.03, 5.06, 5.08 and 7.04, if necessary, to reflect information with respect to Fxxxxx and its Subsidiaries and (B) Schedules 7.01(c) and 7.02(c) accompanied by a certificate signed by a Responsible Officer of the Company certifying that such Schedules are in compliance with Sections 7.01 and 7.02. (c) Any fees required to be paid on or before the Effective Date shall have been paid. (d) The Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents directly to be delivered such counsel if requested by the Borrower and Administrative Agent) to the other Loan Parties extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and all documents evidencing other necessary corporate disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (or other applicable organizational) action provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebyAgent). (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Datebefore May 7, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent2007.

Conditions to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”):) on which the following conditions precedent have been satisfied: (a) The Administrative Agent Borrower shall have executed a counterpart hereto notified each Lender and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each LenderAgent in writing as to the proposed Effective Date. (b) The Administrative Agent Borrower shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance paid all reasonable invoiced fees and expenses of the Effective DateAgent and the Lenders (including the fees and expenses of counsel to the Agent). (c) The Administrative On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a written opinion (addressed to certificate signed by a duly authorized officer of the Administrative AgentBorrower, the Issuing Banks and the Lenders and dated the Effective Date) of , stating that: (i) Xxxxxx LLPThe representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, special U.S. counsel for the Loan Parties, and (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties No event has occurred and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agentis continuing that constitutes a Default or Event of Default. (d) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) certified The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, Directors of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective DateNotes, and of all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to this Agreement and the Loan Documents Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebyBorrower. (eiv) The Administrative Agent shall have received a certificate A reasonably acceptable opinion of Xxxxxxx X. Xxxxxx, general counsel of the representative directorBorrower, substantially in the secretary or an assistant secretary form of each Loan Party certifying Exhibit D-1 hereto, and a reasonably acceptable opinion of Xxxxx Xxxxx LLP, special counsel for the names and true signatures Borrower, substantially in the form of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective DateExhibit D-2 hereto. (fv) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. At least three (g3) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot Act, to that the extent Agent or any Lender has requested in writing of the Borrower at least ten (10) Business Days prior to the Effective Date and (ii) to the extent Closing Date, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on the first date on which is subject to satisfaction or waiver of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrowerbe originals or telecopies or in “pdf” or similar format unless otherwise specified, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note properly executed by the Borrower in favor of each Lender requesting a Note in advance Responsible Officer of the signing Loan Party, each dated the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.Agent and each of the Lenders: (d) The Administrative Agent shall have received (i) certified copies executed counterparts of this Agreement in sufficient number for distribution to the Administrative Agent, the Collateral Agent and each Borrower; (ii) a Note executed by each applicable Borrower in favor of each Lender requesting a Note; (iii) [reserved]; (iv) a reaffirmation of the resolutions of U.S. Guaranty duly executed by Holdings, the Board of Directors, managers, members, or equity holders, as applicable, of the Specified U.S. Borrower and each other Loan Party approving U.S. Subsidiary Guarantor; (v) the transactions contemplated Canadian Guaranty duly executed by this Agreement and the execution and delivery each Canadian Borrower; (vi) (1) a reaffirmation of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this U.S. Security Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required duly executed by the Administrative Agent, the Collateral Agent and each U.S. Loan Party and (2) a joinder to and reaffirmation of the Canadian Security Agreement duly executed by the Administrative Agent, the Collateral Agent and each Canadian Loan Party, in each case together with: (A) to the extent not previously filed, proper Financing Statements in form appropriate for filing under the UCC and/or PPSA of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above that name any Loan Party as debtor, together with copies of such other financing statements, and such results information shall not reveal any no material judgment or any Lien judgments and no Liens on any of the assets of the Loan Parties Collateral except for Liens permitted under Section 6.2 7.01 hereunder, (C) evidence of the completion of all other actions, recordings and filings of or Liens to be discharged on or prior with respect to the Effective Date.Security Agreement that the Collateral Agent may deem necessary or reasonably desirable in order to perfect the Liens created thereby, (iD) The Administrative evidence that all other action that the Collateral Agent shall have receivedmay deem necessary or reasonably desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, at least five Business Days prior to the Effective Date, all documentation UCC-3 termination statements and other information regarding the Borrower landlords’ and the Guarantors requested in connection with applicable “know your customer” bailees’ waiver and anti-money laundering rules and regulations, including the Patriot Actconsent agreements, to the extent requested applicable); and (E) the Perfection Certificate, along with completed Schedules thereto, duly executed by Holdings, the Specified U.S. Borrower and the Canadian Borrowers; provided, that, notwithstanding anything in writing this Section 4.01(a)(vi) to the contrary, if the perfection of the Borrower at least ten Business Days Collateral Agent’s security interest in such Collateral may not be accomplished prior to the Effective Date without undue burden or expense and (ii) without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for perfection of such security interests shall not constitute a condition precedent to the extent availability of the Borrower qualifies Revolving Credit Facility, and the Loan Parties hereby agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as a “legal entity customer” under the Beneficial Ownership Regulation, at least five may be required to perfect such security interests within 30 days prior to after the Effective Date, any Lender ; provided further that has requested, in a written notice to the Borrower at least five days prior to the Effective Dateeach case, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lendermay, in an amount equal to 0.10% of the amount its sole discretion, grant extensions of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.time period;

Conditions to Effective Date. This Agreement shall become effective on The obligation of Lenders and Letter of Credit Issuer hereunder is subject to the first date on which the following conditions precedent that Administrative Agent shall have been satisfied received, on or waived (before the “Effective Date”):, the following: (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from either (i) the Borrower, a counterpart of this Agreement signed on behalf of such party or (ii) each other Loan Party and written evidence satisfactory to the Administrative Agent (iiiwhich may include an electronic transmission of a signed signature page of this Agreement) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from Borrower a signed Note executed by for the Borrower in favor account of each Lender requesting a Note Lender, in advance the amount of the Effective Datesuch Lender’s Commitments. (c) The Administrative Agent shall have received from each party thereto either (x) a written opinion (addressed to counterpart of each of the Administrative Agent, reaffirmation and confirmation of the Issuing Banks Security Agreement and the Lenders and dated the Effective DateCash Collateral Agreement (Collateral Account) signed on behalf of such party or (iy) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably written evidence satisfactory to the Administrative AgentAgent (which may include an electronic transmission of signed signature pages thereof) that such party has signed a counterpart thereof. (d) The Administrative Agent shall have received copies or originals of signed Subscription Agreements (i) certified copies dated as of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on a date not later than the Effective Date, and ) from all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization Investors as of the transactions contemplated herebyEffective Date certified to be true, complete and correct by a Responsible Officer of Borrower as of the Effective Date. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary all fees and other amounts due and payable on or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized prior to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and including the other documents fees specified in the Fee Letter and, to the extent invoiced, reimbursement or payment of all expenses required to be delivered hereunder on reimbursed or paid by Borrower hereunder, including the reasonable fees and reasonable documented out-of-pocket disbursements invoiced through the Effective DateDate of Deutsche Bank’s special counsel. (f) The Administrative Agent shall have received a certificate, favorable written opinion (addressed to the Administrative Agent and Lenders and dated the Effective Date Date) of Ropes & Xxxx LLP, counsel to Borrower, substantially in the form of Exhibit 6.1(g)-1, and covering such other matters relating to Borrower, its respective Organizational Documents, the Loan Documents, or the Transactions as the Administrative Agent shall reasonably request. Borrower hereby requests such counsel to deliver such opinion, which may be delivered by electronic transmission to the Administrative Agent with the signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of originals(s) to follow within five (5) days after the Effective Date. (g) The Administrative Agent shall have received such documents and certificates as the results Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of recent UCCBorrower, tax and judgment Lien searches with respect to each the authorization of the Loan Parties Transactions, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (ih) The Administrative Agent shall have receivedreceived an original or a copy of a signed certificate, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to dated the Effective Date and signed by a Responsible Officer of Borrower (iix) setting forth the information required under Section 3.14 and confirming compliance with the conditions specified in Sections 6.2(c) and 6.2(d), (y) confirming that all conditions under the Subscription Agreement and Borrower’s other Organizational Documents to Borrower’s calling for Capital Contributions have been fulfilled, and (z) including any information needed to issue a Capital Call Notice, including notice addresses for such purpose of all Investors, schedules of the respective Capital Commitments and Unfunded Capital Commitments of the Investors, and schedules of the respective percentages to be used in determining the amount for which each Investor would be responsible in respect of any Capital Call for Capital Contributions to be applied to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer satisfaction of the Borrower in the form of Exhibit H heretoObligations (all such information, “Basic Call Information”). (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The Commitments of each Lender hereunder shall become effective on and the first date on which Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have received the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, the BorrowerFee and Syndication Letter, the Security Agreement, the Pledge Agreement, and the Subsidiary Guaranty; (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a Note draft Offer Press Release or Scheme Press Release (as applicable) in advance form and substance reasonably satisfactory to the Administrative Agent; (iv) favorable opinions of (x) Hxxxx Xxxxxxx LLP and (y) in-house counsel to the Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (v) (x) a certificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the jurisdiction of its incorporation, (B) the resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and performance of this Agreement and the other Loan Documents (including in respect of the Borrower, the borrowing of the Loans hereunder), and the Transactions and (C) an incumbency certificate certifying the names and true signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (vi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and the Arranger shall have received all fees required to be paid under this Agreement and the Fee and Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, and all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five (5) Business Days prior to the Effective Date, Date (i) all documentation and other information regarding requested by the Borrower and the Guarantors requested Administrative Agent or such Lender, as applicable, in connection order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the . The Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to Lenders irrevocably confirm that the Effective Date and due and payable has occurred on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account date of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthis Agreement.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on and the first date on which initial availability of Commitments in an aggregate amount not to exceed $2,500,000,000 is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):conditions: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have executed a counterpart hereto and shall have received an executed counterpart hereto from be originals or telecopies (ifollowed promptly by originals) the Borrowerunless otherwise specified, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note properly executed by the Borrower in favor of each Lender requesting a Note in advance Responsible Officer of the signing Loan Party, each dated the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.Agent and each of the Lenders: (d) The Administrative Agent shall have received (i) certified copies executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Facility Guarantor and the Company; (ii) Notes executed by the Borrowers in favor of each Lender requesting Notes; provided that with respect to any Notes under any Tranche 1 Commitment, Discovery Networks Asia-Pacific Pte. Ltd. shall execute such Notes as soon as practicable after the Effective Date; (iii) such certificates or resolutions or other action, incumbency certificates and/or other certificates of the Board Responsible Officers of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving as the transactions contemplated by Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the execution other Loan Documents to which such Loan Party is a party; (iv) such documents and delivery certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and (where applicable) in good standing in its jurisdiction of organization; (A) a favorable opinion of Debevoise & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (B) a favorable opinion of Delaware Counsel Group LLP, special Delaware counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (C) a favorable opinion of Xxxxxx Bond Xxxxxxxxx (US) LLP, special Ohio counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (D) a favorable opinion of DLA Piper UK LLP, special English law counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (E) a favorable opinion of Linklaters Singapore Pte. Ltd., special Singapore counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender; (F) a favorable opinion of DLA Piper Luxembourg, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (E) a favorable opinion of Linklaters Luxembourg, special Luxembourg counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender; (F) a favorable opinion of Xxxxx-Xxxxxx, special Spain counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (G) a favorable opinion of Ogier (Jersey) LLP, special Jersey counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; and (H) a favorable opinion of DLA Piper Nederland N.V, special Netherlands counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in the case of each of (A) through (H) in a form reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Company and the Facility Guarantor certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (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; and (C) the current Debt Ratings; (vii) in the case of a Luxembourg Borrower: (A) a copy of an excerpt of the Luxembourg Borrower issued by the Luxembourg Register of Commerce and Companies dated no earlier than one Business Day prior to the date of this Agreement (Extrait du Registre de Commerce et des Sociétés); (B) a copy of a certificate of non-inscription of a judicial decision, issued by the Luxembourg Register of Commerce and Companies in relation to the Luxembourg Borrower dated no earlier than one Business Day prior to the date of this Agreement (Certificat de non-inscription d’une décision judiciaire); (C) a copy of a resolution of the board of managers of the Luxembourg Borrower: a. approving the terms of, and the transactions contemplated by, the Loan Documents to be delivered by the Borrower which it is a party and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign resolving that it executes the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.;

Conditions to Effective Date. This Agreement shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived in accordance with Section 9.05); provided that the obligations of the Lenders to make Loans are further subject to the satisfaction (or waiver in accordance with Section 9.05) of the “Effective Date”):conditions precedent set forth in Section 3.02: (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from either (i) the Borrower, a counterpart of this Agreement executed on behalf of such party or (ii) each written evidence satisfactory to the Administrative Agent (which, subject to Section 9.09(c), may include Electronic Signatures transmitted by emailed .pdf or any other Loan Party and (iiielectronic means that reproduces an image of an actual executed signature page) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks Agent and the Lenders and dated the Effective Date) of (i) Xxxxxx White & Case LLP, special U.S. counsel for the Loan PartiesBorrower, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (ec) The Administrative Agent shall have received a certificate of the representative directorBorrower, dated the Effective Date and executed by the secretary or an assistant secretary of each Loan Party certifying the names Borrower and true signatures in form and substance reasonably satisfactory to the Administrative Agent, attaching (i) a copy of the officers certificate of such Loan Party authorized to sign incorporation of the Loan Documents to Borrower, which it is a party, to shall be delivered by each Loan Party on certified as of the Effective Date or a recent date prior thereto by the Secretary of State of the State of Delaware, and the other documents to be delivered hereunder on by-laws of the Borrower, (ii) signature and incumbency certificates of certain officers of the Borrower executing this Agreement, (iii) resolutions or minutes of the board of directors of the Borrower approving and authorizing the Financing Transactions, certified as of the Effective Date.Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the Secretary of State of the State of Delaware, dated the Effective Date or a recent date prior thereto. [[5952619]] (fd) The Administrative Agent shall have received a customary certificate, dated the Effective Date and signed on behalf by a financial officer of the Borrower by the PresidentBorrower, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists certifying that, as of the Effective Date, (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be certified as being true and correct in all respects) and (ii) no Default has occurred and is continuing. (ge) The Administrative Agent Borrower shall have received the results of recent UCCpaid, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date, all fees, expenses and other amounts payable by it on or prior to the Effective Date under this Agreement, the Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least two Business Days prior to the Effective Date). (if) The Administrative Agent Each Lender shall have received, at least five three Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot ActUSA PATRIOT Act and the Beneficial Ownership Regulation, to the extent requested in writing of the Borrower at least ten 10 Business Days prior to the Effective Date and (ii) to the extent Date. The Administrative Agent shall notify the Borrower qualifies as a “legal entity customer” under and the Beneficial Ownership Regulation, at least five days prior to Lenders of the occurrence of the Effective Date, any Lender that has requested, in a written and such notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H conclusive and binding on all parties hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”):in accordance with Section 9.02): 40 Xxxxxxx-Xxxxxxxx Company | Credit Agreement (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAdministrative Agent, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received a Note at least one executed by the Borrower in favor of each Lender requesting a Note in advance counterpart of the Effective Date.Reimbursement Agreement from the Company and Citibank, and arrangements satisfactory to Citibank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to Citibank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPXxxxxxxxx X. Xxxxxxx, special U.S. counsel for Senior Vice President, General Counsel and Secretary of the Loan PartiesCompany, in a form reasonably satisfactory to the Administrative Agent and (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesXxxxx Day, in each case a form reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby.; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default has occurred and is continuing; and (f) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Event of Default exists as of prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (g) The Administrative Agent shall have received a Fee Letter, executed and delivered by the results of recent UCC, tax Company and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice form reasonably satisfactory to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Revolving Loans to the Company and of the Issuing Banks to issue Letters of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, each Agent, each Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAgents, (ii) each other Loan Party the Issuing Banks, the Lenders and (iii) each Lender.the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPJ. Xxxxxxx Xxxxxxx, special U.S. XX, general counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.Company, substantially in the form of Exhibit C; (dc) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower documents and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent certificates relating to the organization, existence and good standing of each Loan Party and the Company, the authorization of the transactions contemplated hereby.Transactions, the incumbency of the persons executing this Agreement on behalf of the Company and any other legal matters relating to the Company, this Agreement or the Transactions reasonably requested by the Administrative Agent or the Lenders, all in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (fd) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming the accuracy of the representations and warranties set forth in Article III of this Agreement compliance as of the Effective Date with the conditions set forth in paragraphs (a) and that no Default or Event (b) of Default exists as of the Effective Date.Section 4.02; (ge) The Administrative Agent and each Lender (and its Affiliates) shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation fees and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and amounts due and payable on or prior to the Effective Date, including (i) upfront feesincluding, payable to the Administrative Agent for extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Company hereunder; (f) The Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) Existing Credit Agreement shall have been terminated, all principal, interest, fees and (ii) other amounts outstanding, accrued or otherwise owing thereunder shall have been paid and all attorney costs letters of the Administrative Agent.credit outstanding thereunder shall have expired or been terminated or shall be Existing Letters of Credit;

Conditions to Effective Date. This Agreement shall become effective on The obligation of the first date on which Banks to make any Loan hereunder and of any Letter of Credit Issuer to issue or amend any Letter of Credit is subject to the satisfaction of each of the following conditions shall have been satisfied or waived (in addition to, and without limitation of, the “Effective Date”):applicable conditions set forth in Sections 3.3 and 3.4: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) satisfaction of the Borrower, (ii) each other Loan Party and (iii) each Lender.conditions set forth in Section 3.1; (b) The Administrative Agent shall have received a Note executed by documentation, in form and substance reasonably acceptable to the Borrower in favor of each Lender requesting a Note in advance Administrative Agent, evidencing the termination of the Effective Date.Existing Credit Agreement and the repayment of all obligations owing thereunder (other than indemnities and similar obligations that customarily survive termination of credit facilities), which repayment may be made with the proceeds of the initial Loans hereunder; (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Credit Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents shall have provided to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. requesting Bank (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of in each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have receivedcase, at least five 2 Business Days prior to the Effective Date, all to the extent reasonably requested in writing to the Borrower at least 5 Business Days prior to the Effective Date) (i) the documentation and other information regarding requested by the Borrower Administrative Agent or any requesting Bank in order to comply with requirements of any AML Laws and the Guarantors requested in connection with any applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date regulations and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower.Certification; (id) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the The Borrower shall have paid all or made arrangements to pay contemporaneously with closing (i) to the Administrative Agent, the Arrangers and the Banks the fees set forth or referenced in Section 2.7 and any other accrued and unpaid fees or commissions with respect to the credit facilities governed by this Agreement as agreed in writing by the Borrower and (ii) all reasonable fees, costs charges and expenses due disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the LendersAdministrative Agent, but limited to the extent invoiced with reasonable detail at least two Business Days prior fees, charges and disbursements of one external counsel to the Effective Administrative Agent and, if necessary, one local counsel in each relevant jurisdiction); and (e) On or after the Closing Date and due and payable but on or prior to the Effective DateDate (including any such incurrence, including establishment or issuance made on the Effective Date substantially concurrently with the effectiveness of the Commitments hereunder), the Borrower shall have incurred, established or issued an aggregate of at least $1,550,000,000 in aggregate principal amount (or in the case of common or preferred equity, gross proceeds) in the form of (i) upfront feesTerm Loan Commitments, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs Revolving Credit Commitments, and (iii) (x) equity or equity-related securities, including Convertible Debt and/or (y) unsecured debt securities (this clause (iii), the “Specified Incurrences”); provided that the aggregate principal amount (or in the case of common or preferred equity, gross proceeds) of the Specified Incurrences shall not be less than $250,000,000. The Administrative AgentAgent shall notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Effective Date shall not occur, and this Agreement and the obligations of the parties hereunder shall automatically terminate if each of the foregoing conditions is not satisfied (or waived pursuant to Section 10.5) at or prior to 11:59 p.m., New York City time, on September 5, 2023.

Conditions to Effective Date. This Agreement shall become effective on and the first date on which Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent shall have be a condition precedent to the RPS Acquisition Term Loan Commitments of each RPS Acquisition Term Loan Lender) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance satisfactory to the Administrative Agent and each of the RPS Acquisition Term Loan Lenders: (i) the Borrowerexecuted counterparts of this Agreement by each Loan Party, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks Required Lenders (as defined in the Existing Credit Agreement) and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the RPS Acquisition Term Loan Parties, Lenders; (ii) Xxx & Xxxxx, special Korean counsel for Notes executed by the Company in favor of each RPS Acquisition Term Loan Parties and Lender requesting Notes; (iii) Rajah, Xxxx Singapore LLP, special Singapore favorable opinions of (x) Hogan Lovells LLP and (y) in-house counsel for to the Loan Parties, in Company and the Subsidiary Guarantors (each case in form and substance reasonably satisfactory to the Company and the Administrative Agent.) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Company and the Subsidiary Guarantors and the Loan Documents; (div) The Administrative Agent shall have received (ix) certified copies a certificate of a Responsible Officer of the resolutions Company and each Subsidiary Guarantor attaching (A) each Organization Document of such Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the Board jurisdiction of Directorsits incorporation, managers(B) the resolutions, members, written consents or equity holders, as applicable, other applicable action of the Borrower and each other such Loan Party approving authorizing, among other things, the transactions contemplated by execution, delivery and performance of this Agreement and the execution and delivery other Loan Documents (including in respect of the Loan Documents to be delivered by Company, the Borrower borrowing of the RPS Acquisition Term Loans hereunder), and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents RPS Transactions and (iiC) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a an incumbency certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized entitled to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for the Company and each Subsidiary Guarantor from its jurisdiction of its incorporation; and (v) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to be delivered hereunder on perfect the Effective DateLiens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (fb) The Lenders, Administrative Agent and the Arrangers shall have received all fees required to be paid under this Agreement and the RPS Fee Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (gbeen made) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date, and all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (ic) The Administrative Agent and each Lender shall have received, received at least five 5 Business Days prior to the Effective Date, Date to the extent requested at least 10 Business Days prior to the Effective Date (i) all documentation and other information regarding requested by the Borrower and the Guarantors requested Administrative Agent or such Lender, as applicable, in connection order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) with respect to the extent the any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to such Borrower. Without limiting the Borrower. (i) Since December 31generality of the provisions of the last paragraph of Section 9.03, 2020for purposes of determining compliance with the conditions specified in this Section 4.01, no changeSection 4.02, development Section 4.03 or event Section 4.04 each Lender that has signed this Agreement shall have occurred that, individually or in the aggregate, has had or would reasonably be expected 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 Material Adverse Effect. (j) On the Effective Date, Lender unless the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to specifying its objection thereto. The Administrative Agent confirms that the Effective Date, including (i) upfront fees, payable to Date has occurred on the Administrative Agent for the account date of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthis Agreement.

Conditions to Effective Date. This Agreement shall become effective on the first date on which of execution hereof subject to receipt by the following conditions shall have been satisfied Administrative Agent (or waived (its counsel) of each of the “Effective Date”):following: (a) The Administrative Agent shall have a copy of this Agreement, executed a counterpart hereto and shall have received an executed counterpart hereto from (i) by the Borrower, (ii) each other Loan Party and (iii) each Lender.Company; (b) The Administrative Agent shall have received a Note executed certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Borrower in favor of each Lender requesting a Note in advance Company stating that as of the Effective Date.Date no Default exists and that the representations and warranties contained in Article V are true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); (c) The Administrative Agent a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Secretary of State of Delaware; (d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents; (e) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall have received identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, letters of credit, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the L/C Issuers and the Lenders shall be entitled to rely until informed of any change in writing by the Company); (f) a written opinion (of the Company’s counsel, Jones Day, addressed to the Administrative Agent, the Issuing Banks each L/C Issuer and the Lenders and dated party hereto on the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Partiesdate hereof, in the form of Exhibit D; (g) a Note for each case in form and substance reasonably Lender that has requested a Note at least two Business Days prior to the date hereof; (h) satisfactory evidence that those fees due to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of and the resolutions of Lenders on the Board of Directors, managers, members, or equity holders, as applicable, of date the Borrower and each other Loan Party approving the transactions contemplated by Company executes this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested invoiced by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or Company at least two Business Days prior to the Effective Date.Date have been paid in full or shall be paid substantially concurrently with closing; and (i) The Administrative Agent shall have received, at least five three Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with Company required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent reasonably requested by the Administrative Agent of the Company in writing of the Borrower at least ten 10 Business Days prior to the Effective Date Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and (ii) L/C Issuer shall be deemed to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationhave consented to, at least five days prior approved or accepted or to the Effective Datebe satisfied with, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, each document or other matter required thereunder unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development notice from such Lender or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days L/C Issuer prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This The Agreement shall become not be effective on until a date (the first date "Effective Date") on which the following conditions shall have been satisfied or waived (Lenders and the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto (or the Administrative Agent for the Lenders, for each Lender and Agent and their counsel) shall have received an sufficient originally executed counterpart hereto from copies, where appropriate, each of the following, in scope, form and substance satisfactory to the Lenders: (i) executed originals of the Borrower, Transaction Documents in form and substance satisfactory to the Administrative Agent; (ii) each payment of the Initial Structuring Fee and all other Loan Party fees (other than the Optional Advance Fee) to the Arranger, payment of all other fees to be paid to the Lenders and payment of all expenses for which invoices have been presented to the Borrower; (iii) each Lender.certified copies of all necessary action taken by the Borrower to authorize the execution, delivery and performance by it, in accordance with their respective terms, of the Transaction Documents and any other documents required or contemplated hereunder and thereunder to which it is a party and the consummation of the transactions contemplated hereby and thereby; (biv) The Administrative Agent shall have received a Note executed certified copies of all government filings and third party approvals, if any, necessary to be obtained by the Borrower in favor order to authorize the Borrowings and to authorize the execution, delivery and performance by the Borrower, in accordance with their respective terms, of the Transaction Documents and any other documents to which the Borrower is a party required or contemplated hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (v) certified copies of the certificate of incorporation and by-laws of the Borrower, satisfactory in form and substance to the Lenders together with a good standing certificate from the Secretary of State of the State of Delaware and, except where the failure to qualify is not reasonably likely to have a Material Adverse Effect, each other state in which it is qualified as a foreign corporation to do business, each dated as of a recent date; (vi) a certificate of incumbency with respect to the signature of each Lender requesting a Note in advance of Person authorized by the Effective Date.Borrower to sign the Transaction Documents or any other document required or contemplated hereunder or thereunder; (cvii) The Administrative Agent shall have received a the favorable written opinion (addressed to the Administrative Agentopinions of Orrixx, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPXxrrxxxxxx & Xutcxxxxx XXX, special U.S. counsel for the Loan PartiesBorrower, (ii) Xxx & Xxxxxor Robexx Xxxxxxxxx, special Korean counsel for the Loan Parties and (iii) RajahXxq., Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.the

Conditions to Effective Date. This Agreement shall become effective on The occurrence of the first date on which Effective Date is subject to satisfaction of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from Agent’s receipt of the following: (i) duly executed counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Specified Domestic Guarantor, each Lender, the Administrative Agent, each Swing Line Lender and the L/C Issuer; (ii) each other a Revolving Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Revolving Loan Note at least three Business Days in advance of the Effective Date.; (ciii) The Administrative Agent shall have received a written opinion (addressed to Swing Line Note executed by the Administrative AgentBorrower, if requested by the Issuing Banks and the Lenders and dated Swing Line Lender at least three Business Days in advance of the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.; (div) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, a closing certificate executed by a Responsible Officer of the Borrower and each other Specified Domestic Guarantor as of or about the Effective Date, certifying as to (x) the charter and bylaws of each such Loan Party approving and (y) (a) the transactions contemplated by resolutions or other corporate action of each such Loan Party authorizing the execution and performance of, and (b) the incumbency and specimen signature of each officer of each such Loan Party executing, this Agreement and the execution other Loan Documents to which each such Loan Party is a party; (v) a certificate of good standing with respect to the Borrower and delivery each Specified Domestic Guarantor from the Secretary of State of the State of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party); (vi) a favorable opinion of Xxxx, Xxxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Borrower and the Loan Documents (including enforceability of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate under New York law); (or other applicable organizationalvii) action and governmental approvals, if any, with respect (x) to the Loan Documents and (ii) all other documents extent reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by any Lender through the Administrative Agent), and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with that are required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten three Business Days prior to the Effective Date and (iiy) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower.; and (iviii) Since December 31, 2020, no change, development a closing certificate executed by a Responsible Officer of the Borrower as of or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On about the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H heretocertifying as to Sections 4.01(c), (d) and (e). (kb) Subject to the time period set forth in Schedule 5.15, the The Borrower shall have paid all accrued and unpaid fees, costs and expenses due (i) to the Administrative Agent Arrangers for their own account any fees due and required to be paid to the LendersArrangers pursuant to the Fee Letters on or before the Effective Date, and (ii) subject to the limitations set forth in Section 10.04 and to the extent invoiced with reasonable detail at least two three Business Days prior to the Effective Date Date, the reasonable out-of-pocket expenses of the Administrative Agent and due Arrangers in connection with this Agreement, including the reasonable and payable documented out-of-pocket fees and expenses of one counsel (including any local counsel) for the Administrative Agent and the Arrangers, taken as a whole. (c) Since December 31, 2021, there has not been a Material Adverse Effect (as set forth in clause (a) of the definition thereof). (d) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on or prior to and as of the Effective Date, including 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. (ie) upfront feesNo Default or Event of Default has occurred or would occur as a result of the effectiveness hereof. (f) The Effective Date shall have occurred on or before December 20, payable 2022. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Effective Date, by funding the Revolving Loans hereunder, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent for the account of each or such Lender, in an amount equal to 0.10% of as the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentcase may be.

Conditions to Effective Date. This Agreement The obligations of the Lender to make Loans shall not become effective on until the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”):) on which each of the following conditions is satisfied: (a) The Administrative Agent shall have executed a counterpart hereto and Lender shall have received an executed counterpart hereto from each of the following, each of which shall be originals or electronic copies (followed promptly by originals), each dated on or immediately prior to the Effective Date, each in form and substance satisfactory to the Lender and in such number of copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement, (ii) the Security Agreement, duly executed by the Borrower, together with: (iiA) certificates representing the Pledged Interests referred to in the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Lender may reasonably deem necessary in order to perfect and protect the first-priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) copies of Uniform Commercial Code, tax and judgment-lien searches with respect to the Borrower in each other Loan Party and of the jurisdictions where the Borrower is located, dated on or before the Effective Date, together with copies of all such filings disclosed by such search; (iii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each LenderResponsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iv) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing and in good standing in the jurisdiction where it is formed; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.1(h) and (i) have been satisfied and (B) as of the Effective Date, there is no change, event, circumstance or development that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (vi) a Loan Notice. (b) The Administrative Agent Borrower shall have received pay, out of the proceeds of the first Loan, a Note executed fully earned, non-refundable commitment fee of $60,000, together with fees and costs incurred by the Borrower in favor of each Lender requesting a Note in advance of the Effective DateLender. (c) The Administrative Agent All governmental authorizations and all third party consents and approvals necessary in connection with the transactions contemplated hereby shall have received a written opinion been obtained (addressed without the imposition of any conditions that are not reasonably acceptable to the Administrative Agent, Lender) and shall remain in effect; all applicable governmental filings shall have been made and all applicable waiting periods in connection with the Issuing Banks and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Partiestransactions contemplated hereby shall have expired without, in each case either case, any action being taken by any Governmental Authority, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) A DIP Order shall have been entered by the Bankruptcy Court within seven days after the Filing Date, shall be in full force and effect in form and substance satisfactory to the Lender in its sole discretion, and shall not have been amended, modified, stayed or reversed without the prior written consent of the Lender. (e) All of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent Lender and the Borrower and, as entered, shall have received (i) certified copies not deviate from the form thereof approved by the Lender in any material respect that is adverse to the interests of the resolutions of the Board of Directors, managers, members, or equity holders, Lender (such orders hereinafter being referred to as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date“First Day Orders”). (f) The Administrative Agent Lender shall have received a certificate, dated Budget satisfactory to the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth Lender in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Dateits sole discretion. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent Lender shall have received, at least five one Business Days Day prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with that may be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, . (h) Each of the representations and warranties made by the Borrower in or pursuant to the extent requested in writing Loan Documents shall be true and correct on and as of the Borrower at least ten Business Days prior to the Effective Date such date as if made on and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrowerof such date. (i) Since December 31, 2020, no change, development No Default or event Event of Default shall have occurred that, individually and be continuing on such date or in after giving effect to the aggregate, has had or would reasonably extensions of credit requested to be expected to have a Material Adverse Effectmade on such date. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the The Borrower shall have paid all accrued and unpaid fees, costs and expenses due engaged a chief restructuring officer acceptable to the Administrative Agent Lender in its sole discretion, and shall have filed with the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in Bankruptcy Court an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentapplication seeking approval.

Conditions to Effective Date. This The effectiveness of the amendment and restatement of the Prior Credit Agreement shall become effective on in the first date on which form of this Agreement is subject to the receipt by the Administrative Agent of each of the following conditions documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been satisfied or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAdministrative Agent, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Schedules and Exhibits thereto; (b) The Administrative Agent shall have received a Note at least one executed by the Borrower in favor of each Lender requesting a Note in advance counterpart of the Effective Date.Reimbursement Agreement from the Company and GS Bank, and arrangements satisfactory to GS Bank shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to GS Bank and the Company, together with all Schedules and Exhibits thereto; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPthe General Counsel of the Company, special U.S. counsel for in a form reasonably satisfactory to the Loan Parties, Administrative Agent and (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesXxxxx Day, in each case a form reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby.; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default or Event of Default exists as of the Effective Date.has occurred and is continuing; (gf) The Administrative Agent and each Lender (and its Affiliates) shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation fees and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and amounts due and payable on or prior to the Effective Date, including (i) upfront feesincluding, payable to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder; and (g) The Administrative Agent for shall have received a Fee Letter, executed and delivered by the account of each LenderCompany and the Administrative Agent, in an amount equal a form reasonably satisfactory to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAgents, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) Xxxxxx LLPL.X. Xxxxxxxx, special U.S. counsel for Vice President, General Counsel and Secretary of the Loan PartiesCompany, (ii) Xxx & Xxxxx, special Korean counsel for in a form reasonably satisfactory to the Loan Parties Administrative Agent and (iiii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesJxxxx Day, in each case in a form and substance reasonably satisfactory to the Administrative Agent.; (dc) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower documents and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent certificates relating to the organization, existence and good standing of each Loan Party and the Company, the authorization of the transactions contemplated hereby.Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (fd) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default or Event of Default exists as of the Effective Date.has occurred and is continuing; and (ge) The Administrative Agent and each Lender (and its Affiliates) shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation fees and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and amounts due and payable on or prior to the Effective Date, including (i) upfront feesincluding, payable to the Administrative Agent for extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative AgentCompany hereunder.

Conditions to Effective Date. This The obligations of each Bank under this Agreement shall become effective on are subject to the first date on which satisfaction of the conditions set forth in Section 3.02 and receipt by the Administrative Agent of the following conditions shall have been satisfied or waived (in sufficient number of counterparts (except as to the “Effective Date”Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent): (a) The Administrative Agent shall have executed a counterpart written letter agreement evidencing the termination of the Fifth Amended and Restated Credit Agreement dated as of November 23, 1999 among Mohawk Industries, Inc., SunTrust Bank, and Wachovia Bank, National Association, and any other lenders party thereto; (b) from each of the parties hereto and shall have received an a duly executed counterpart hereto from of this Agreement; (c) a duly executed Note by the Borrower for the account of each Bank complying with the provisions of Section 2.04; (d) an opinion of Xxxxxx & Bird LLP, counsel for the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B; (e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion; (f) a certificate, dated as of the Effective Date, signed by a principal financial officer of the Borrower, certifying (i) that no Default has occurred and is continuing on the BorrowerEffective Date, (ii) each other Loan Party that the representations and warranties of the Borrower contained in Article IV are true on and as of the Effective Date, and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed detail satisfactory to the Administrative Agent, the Issuing Banks and the Lenders and dated amount of all outstanding Debt as of the Effective Date; (g) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of (i) Xxxxxx LLPthe Borrower, special U.S. counsel the corporate authority for and the validity of the Loan PartiesDocuments to which the Borrower is a party, (ii) Xxx & Xxxxxand any other matters relevant thereto, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) , including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver the Loan Documents, and certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, following items as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and Borrower: (i) its Certificate of Incorporation, (ii) all other documents reasonably requested by the Administrative Agent relating to the organizationits Bylaws, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (eiii) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary Secretary of each Loan Party certifying the names and true signatures State of the officers State of such Loan Party Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by its Board of Directors (or a duly authorized to sign committee thereof) authorizing its execution, delivery and performance of the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date ; and (iih) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationNotice of Borrowing, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrowerif necessary. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”):) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have executed received from each party hereto a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lenderof this Agreement signed on behalf of such party. (b) The Administrative Agent Company shall have received a Note executed by paid all accrued fees due and payable under the Borrower Term Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in favor the case of each Lender requesting a Note in advance of expenses to the extent invoiced at least three Business Days prior to the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and Each of the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five three Business Days prior to in advance of the Effective Date, all documentation and other information regarding with respect to the Borrower and the Guarantors Company, as has been reasonably requested in connection with writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date Act and (ii) to the extent the Borrower including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) Subject to Section 3.05, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to on the Effective Date, the Administrative following statements will be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent, to the extent requested at least three Business Days in advance of the Effective Date: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable. (g) The Agent shall have received a Beneficial Ownership Certification certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other Loan Documents. (h) The Agent shall have received a favorable opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company, in relation a form reasonably satisfactory to the BorrowerAgent and as to such other matters as any Lender through the Agent may reasonably request. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in The lead arranger under the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent Bridge Commitment Letter shall have received a Solvency Certificate executed by a Financial Officer certificate of an officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent Company confirming that this Agreement constitutes a “Qualifying Bank Facility” for the account of each Lender, in an amount equal to 0.10% purposes of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative AgentBridge Commitment Letter.

Conditions to Effective Date. This The effectiveness of this Agreement shall become effective on the first date on which is subject to satisfaction or waiver of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrowerbe originals or telecopies or in “pdf” or similar format unless otherwise specified, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note properly executed by the Borrower in favor of each Lender requesting a Note in advance Responsible Officer of the signing Loan Party, each dated the Effective Date. Date (c) The Administrative Agent shall have received or, in the case of certificates of governmental officials, a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated recent date before the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement in sufficient number for distribution to the Administrative Agent., the Collateral Agent and each Borrower; (ii) a Note executed by each applicable Borrower in favor of each Lender requesting a Note; (iii) [reserved]; (iv) a reaffirmation of the U.S. Guaranty duly executed by Holdings, the Specified U.S. Borrower and each U.S. Subsidiary Guarantor; (v) the Canadian Guaranty, or a reaffirmation thereof, duly executed by each Canadian Borrower; (vi) (1) a reaffirmation of the U.S. Security Agreement duly executed by the Administrative Agent, the Collateral Agent and each U.S. Loan Party and (2) a joinder to and reaffirmation of the Canadian Security Agreement duly executed by the Administrative Agent, the Collateral Agent and each Canadian Loan Party, in each case together with: (A) to the extent not previously filed, proper Financing Statements in form appropriate for filing under the UCC and/or PPSA of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above that name any Loan Party as debtor, together with copies of such other financing statements, and such information shall reveal no material judgments and no Liens on the Collateral except Liens permitted under Section 7.01 hereunder, (C) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem necessary or reasonably desirable in order to perfect the Liens created thereby, (D) evidence that all other action that the Collateral Agent may deem necessary or reasonably desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements, to the extent applicable); and (E) the Perfection Certificate, along with completed Schedules thereto, duly executed by Holdings, the Specified U.S. Borrower and the Canadian Borrowers; provided, that, notwithstanding anything in this Section 4.01(a)(vi) to the contrary, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished prior to the Effective Date without undue burden or expense and without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for perfection of such security interests shall not constitute a condition precedent to the availability of the Revolving Credit Facility, and the Loan Parties hereby agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests within 30 days after the Effective Date; provided further that in each case, the Administrative Agent may, in its sole discretion, grant extensions of such time period; (vii) to the extent not previously delivered, (1) an intellectual property security agreement, in substantially the form of Exhibit B to the U.S. Security Agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “U.S. Intellectual Property Security Agreement”) and (2) an intellectual property security agreement, in substantially the form of Exhibit B to the Canadian Security Agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Canadian Intellectual Property Security Agreement”), duly executed by each U.S. Loan Party and Canadian Loan Party, as applicable, together with evidence that all action that the Collateral Agent may deem necessary or reasonably desirable in order to perfect the Liens created under the U.S. Intellectual Property Security Agreement and the Canadian Intellectual Property Security Agreement has been taken; (viii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ix) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its state of formation or incorporation; (x) a favorable opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J-1 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (xi) a favorable opinion of Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J-2 and such other matters concerning the Canadian Loan Parties and the Canadian Loan Documents as the Administrative Agent may reasonably request; (xii) [reserved]; (xiii) a certificate signed by a Responsible Officer of the Specified U.S. Borrower certifying (A) that the conditions specified in Sections 4.02(a), (b) and (d) The 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; (xiv) the Administrative Agent shall have received certification as to the consolidated financial condition and solvency of Holdings and its Subsidiaries (i) certified copies of after giving effect to the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement Transaction and the execution and delivery incurrence of indebtedness related thereto), from the chief financial officer of Holdings; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents to be delivered by has been obtained and is in effect, together with endorsements naming the Borrower and Collateral Agent, on behalf of the other Loan Parties on Lenders, as an additional insured or loss payee, as the Effective Datecase may be, and under all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, insurance policies maintained with respect to the assets and properties of the Loan Documents Parties that constitutes Collateral (and the Administrative Agent shall be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and their Subsidiaries); and (xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Collateral Agent, the L/C Issuers, the Swing Line Lenders or any Lender reasonably may require. (i) All fees (to the extent invoiced) required to be paid to the Administrative Agent (including the fees and expenses of counsel (including any local counsel) for the Administrative Agent) and the Bookrunner on or before the Effective Date shall have been paid and (ii) all other documents reasonably requested by the Administrative Agent relating fees required to be paid to the organizationLenders on or before the Effective Date shall have been paid. (c) Receipt of all governmental, existence shareholder and good standing of each Loan Party third party consents and authorization of approvals necessary in connection with the Transaction and the related financings and other transactions contemplated hereby. (d) There shall not have occurred since December 31, 2014 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) The Administrative Agent shall have received a certificate absence of any action, suit, investigation or proceeding pending or, to the knowledge of the representative directorBorrowers, the secretary threatened in any court or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized before any arbitrator or governmental authority that could reasonably be expected to sign the Loan Documents to which it is have a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective DateMaterial Adverse Effect. (f) The Administrative Agent shall have received a certificate, dated Excess Availability on the Effective Date (after giving effect to the Transaction and signed on behalf calculated utilizing the Borrowing Base Certificate as of September 2015 and reflecting the Borrower most recent field examination conducted by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective DateAgents) shall not be less than $100,000,000. (g) The Administrative Agent Lenders shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot PATRIOT Act, . (h) After giving effect to the extent requested in writing Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) the loans and other extensions of credit under the Revolving Credit Facility, (b) the loans and other extensions of credit under the Term Loan Credit Agreement, (c) the 2022 Senior Notes and (d) other Indebtedness permitted hereunder. Without limiting the generality of the Borrower at least ten Business Days prior to provisions of the Effective Date and (ii) to last paragraph of Section 9.03, for purposes of determining compliance with the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationconditions specified in this Section 4.01, at least five days prior to the Effective Date, any each Lender that has requestedsigned this Agreement shall be deemed to have consented to, in 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 reasonably satisfactory to a written notice to the Borrower at least five days prior to the Effective Date, Lender unless the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days notice from such Lender prior to the proposed Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement shall become effective on the first date (the "Effective Date") on which each condition listed in Section 4.2 is satisfied and each of the following conditions shall have been satisfied or waived (the “Effective Date”):occurred: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from counterparts of (i) this Agreement, executed and delivered by a duly authorized officer of each Person constituting the BorrowerBorrower and each Lender, and (ii) each Security Document and other Loan Party Document executed by each Person party thereto. Each Lender shall have received a Revolving Credit Note and (iii) Term Note conforming to the requirements hereof and executed by a duly authorized officer of each LenderPerson constituting the Borrower. (b) The Administrative Agent shall have received a Note executed certificate of the Secretary or an Assistant Secretary of each Person constituting the Borrower and Scott dated as of thx Xxfective Date and certifying (1) that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Borrower in favor Board of Directors of such Person authorizing (x) the execution, delivery and performance of this Agreement and the Notes and the other Loan Documents and (y) the borrowings contemplated hereunder and that such resolutions have not been amended, modified, revoked or rescinded, (2) as to the incumbency and specimen signature of each Lender requesting a Note in advance officer executing any Loan Documents on behalf of such Person constituting the Borrower and (3) that attached thereto are true and complete copies of the Effective Dateorganizational documents of such Person (which in the case of ER Hong Kong and ER BVI shall have been amended to incorporate changes therein requested by the Agent); and such certificate and the resolutions attached thereto shall be in form and substance satisfactory to the Agent. (c) The Administrative Agent shall have received the executed legal opinion of Lowenstein, Sandler X.X., XX, coxxxxx xo the Persons constituting the Borrower, together with the opinions of Baker & McKenzie, Hxxx Xong xxxxxxl, to ER Hong Kong, and Conyers, Dill & Peaxxxx, Brixxxx Vixxxx Xxland's counsel to ER BVI, substantially in the form of Exhibit J. Such legal opinions shall cover such matters incident to the transactions contemplated by this Agreement as the Agent and the Lenders reasonably may require. (d) The Borrower shall have paid to the Agent, for distribution to the Lenders, a non-refundable facility fee of $400,000. (e) The Agent shall have received (i) a payoff letter from Congress Financial with respect to the Congress Financial Credit Facility which letter shall state that the Congress Financial Credit Facility and the commitment of Congress Financial to Lender under will terminate upon payment of the amounts set forth therein and (ii) UCC-3 Termination Statements or other documents necessary to terminate all Liens securing the repayment of the Congress Financial Credit Facility. (f) The Borrower shall have paid all fees of counsel to the Agent submitted on the date hereof as previously agreed to. This condition precedent does not derogate from the Borrower's continuing obligations under Section 10.5. (g) The Trustee for the holders of the Convertible Debentures shall have confirmed to the Agent the outstanding principal amount of the Convertible Debentures. (h) The Agent shall have received a written opinion (addressed Waiver and Consent from Gilbert West, Inc. wxxx xxxxxxx to the Administrative Agent, California warehouse used by ERC US and a letter from SSG with respect to the Issuing Banks warehousing arrangements between it and the Lenders and dated the Effective Date) of (i) Xxxxxx LLP, special U.S. counsel for the Loan Parties, (ii) Xxx & Xxxxx, special Korean counsel for the Loan Parties and (iii) Rajah, Xxxx Singapore LLP, special Singapore counsel for the Loan PartiesERC US, in each case in form and substance reasonably satisfactory to the Administrative Agent. (di) The Administrative Lender shall have received such other materials, documents and papers regarding the Borrower or the Loans as the Lender may reasonably require. (j) The Agent shall have received (i) certified copies all UCC Financing Statements or other public filing documents required to perfect any security interests and other evidence of the resolutions Liens granted pursuant to the Security Documents and (ii) original stock certificates evidencing all Capital Stock pledged pursuant to the Stock Pledge Agreement together with original stock powers (or equivalent forms) executed in blank in form and substance satisfactory to the Agent. (k) The Agent shall have received the executed ER Hong Kong Bought and Sold Notes and ER Hong Kong Director Resignations. (l) ERC US shall have delivered to the Agent the most recent draft of ERC US' financial statements for the Board of Directorsfiscal year ended March 31, managers2002 and such statements shall be acceptable to the Agent. (m) All corporate and other proceedings, membersand all documents, or equity holders, as applicable, of the Borrower instruments and each other Loan Party approving legal matters in connection with the transactions contemplated by this Agreement and the execution and delivery of the other Loan Documents shall be reasonably satisfactory in form and substance to be delivered by the Borrower Lenders, and the other Loan Parties on Agent and the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all Lenders shall have received such other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing legal opinions in respect of each Loan Party and authorization any aspect or consequence of the transactions contemplated herebyhereby or thereby as they may reasonably request. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.