Common use of Conditions to Effectiveness and Funding Clause in Contracts

Conditions to Effectiveness and Funding. The obligations of the Incremental Term Lenders to make the Tranche B-3 Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and the Incremental Term Lenders, on the Incremental Effective Date, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, Intermediate Holdings and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 hereto, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) below: (i) a certificate as to the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organization; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers, dated as of the Incremental Effective Date, certifying compliance with the conditions set forth in clauses (i) and (ii) of this paragraph (d). (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.

Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Section 2 hereof and the obligations of the Incremental Additional Tranche B-2 Term Lenders Loan Lender to make the Additional Tranche B-3 B-2 Term Loans hereunder shall not become effective until the date on which each are subject to satisfaction of the following conditions is satisfied:precedent (the date of such satisfaction being the “First Amendment Effective Date”): (ai) The Parent Borrower and the Guarantors shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) each Converting Consenting Lender shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iii) each Non-Converting Consenting Lender shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iv) the Additional Tranche B-2 Term Loan Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent and (v) the Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) executed a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Amendment; (b) The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (c) At the time of and immediately after the First Amendment Effective Date, no Event of Default shall have occurred and be continuing; (d) The Administrative Agent shall have received, on behalf of itself and the Incremental Tranche B-2 Term Lenders, on the Incremental Effective Date, a written an opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, special counsel for Holdingsthe Loan Parties, Intermediate Holdings addressed to the Administrative Agent and the Borrowers (the “U.S. Counsel”), Tranche B-2 Term Lenders and in form and substance consistent with the opinion delivered by Xxxxxxxx & Xxxxx LLP on the Closing Date (other than with respect to changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent Agent); (e) All fees and its counsel other amounts due and (ii) local foreign counsel specified payable on Schedule 2 heretoor prior to the First Amendment Effective Date pursuant to that certain Engagement Letter, in each case (a) dated as of November 14, 2016, by and between the Incremental Parent Borrower and Citigroup Global Markets Inc., shall have been paid or shall be paid substantially concurrently with the funding of the Additional Tranche B-2 Term Loans; provided, that, with respect to the payment of any legal fees, the payment of such fees shall not be a condition hereunder unless invoiced to the Parent Borrower at least 1 Business Day prior to the First Amendment Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions.; (cf) The Administrative Agent shall have received in a Borrowing Request with respect to the case of each Domestic Loan Party each Additional Tranche B-2 Term Loans as required by Section 2.03 of the items referred to in clauses Existing Credit Agreement; (ig) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and (ii) belowsigned by a Financial Officer of the Company, certifying that: (i) a certificate as no Event of Default shall have occurred and be continuing immediately prior to or after giving effect to this Amendment, including the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) incurrence of the jurisdiction of its organization;Additional Tranche B-2 Term Loans; and (ii) the condition set forth in clause (b) of this Section 4 has been satisfied; (h) The Parent Borrower shall have delivered or caused to be delivered to the Administrative Agent a solvency certificate from a Responsible Officer of the Parent Borrower setting forth the conclusions that, after giving effect to this Amendment, the Loan Parties (on a consolidated basis) are Solvent; (i) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic each Loan Party, or other person duly authorized by such Domestic Loan Party, Party dated as of the Incremental First Amendment Effective Date and certifying: certifying (A) (x) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date attached thereto is a true and complete copy of the Credit Agreement and are by-laws or operating (or limited liability company) agreement of such Loan Party as in full force and effect on the Incremental First Amendment Effective Date; Date or (By) that the by-laws or operating (or limited liability company company) agreement of such Domestic Loan Party has not been amended, rescinded restated or otherwise modified since the last date of such document was delivered to the Credit Agreement and are in full force and effect on the Incremental Effective Date; Administrative Agent, (CB) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors, board of managers Directors (or sole member, as applicable, equivalent body) of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, this Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect on effect, (C) that the Incremental Effective Date; certificate or articles of incorporation or organization of such Loan Party have not been amended since the last date such document was delivered to the Administrative Agent, except as otherwise attached thereto, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith this Amendment on behalf of such Domestic Loan PartyParty and, other than in the case of VWR Jencons USA Limited, countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (Ej) as to The Parent Borrower shall have, immediately after the absence making of any pending proceeding for Tranche B-2 Term Loans under the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective DateAmended Credit Agreement, (i) the conditions set forth in paragraphs repaid (bor caused to be repaid) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect all Tranche B-1 Term Loans outstanding immediately prior to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers, dated as of the Incremental First Amendment Effective Date, certifying compliance with less the conditions set forth in clauses (i) amount of the Prepaid Tranche B Term Loans and (ii) of this paragraph paid (d). (eor cause to be paid) The Administrative Agent shall have received to all fees Tranche B- 1 Term Lenders all accrued and other amounts due and payable unpaid interest on or prior to the Incremental Effective Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the their Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A B-1 Term Loans (other than the Converted Loans (as defined below)Prepaid Tranche B Term Loans) shall be repaid in fulloutstanding immediately prior to the First Amendment Effective Date to, but not including, the First Amendment Effective Date. (gi) The Reaffirmation Agreement shall have been A completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together, with respect to each such Mortgaged Property that is determined to be located within a special flood hazard area, with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and delivered by each party theretoLoan Party relating thereto and as applicable, evidence of insurance).

Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Sections 2, 3 and 4 hereof and the obligations of the Incremental Term Lenders Revolving Lender to make the Tranche B-3 Term Loans hereunder shall not become effective until the date on which each Incremental Revolving Increase are subject to satisfaction of the following conditions is satisfied:precedent (the date of such satisfaction being the “Second Amendment Effective Date”): (a) The (i) each of the Amendment Loan Parties shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) the Incremental Revolving Lender shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iii) the Swing Line Lender and L/C Issuer shall have executed and delivered counterparts of this Amendment to the Administrative Agent and (iv) the Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) executed a counterpart of this Agreement signed Amendment; (b) the representations and warranties of the Amendment Loan Parties contained in Section 7 of this Amendment shall be true and correct on behalf and as of the Second Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to an earlier date, it shall be true and correct as of such party or earlier date; (Bc) written evidence satisfactory as of the last day of the most recently ended Test Period, on a Pro Forma Basis after giving effect to the incurrence of the Incremental Revolving Increase and all other appropriate pro forma adjustments (but (x) without netting any cash proceeds from such incurrence and (y) treating the Incremental Revolving Increase as fully drawn), the Company would be in compliance with Section 7.11 of the Existing Credit Agreement and the Company shall have delivered to the Administrative Agent (which may include telecopy transmission of a certificate signed signature page of this Agreement) by a Responsible Officer thereof certifying that such party condition has signed a counterpart of this Agreement.been satisfied (including appropriate calculations); (bd) The immediately prior to and immediately after the Second Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received, on behalf of itself and each of the Incremental Term Lenders, on the Incremental Effective Date, a customary written opinion of (i) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special in its capacity as counsel for Holdings, Intermediate Holdings the Amendment Loan Parties dated as of the Second Amendment Effective Date and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory addressed to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 hereto, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) below: (i) a certificate as to the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organizationRevolving Lender; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iiif) the Administrative Agent shall have received a certificate of the Company signed by a Responsible Officer thereof: (i) certifying that no Default or Event of Default shall exist or would exist immediately prior to or after giving effect to this Amendment, including the Borrowers, dated as incurrence of the Incremental Effective DateRevolving Increase, and (ii) certifying compliance with that the conditions condition set forth in clauses (iSection 5(b) and (ii) of this paragraph (d).hereof has been satisfied; (eg) The the Administrative Agent shall have received all fees a Solvency Certificate executed by the chief financial officer of the Company dated as of the Second Amendment Effective Date and certifying as to the matters set forth therein; (h) the Administrative Agent shall have received (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Amendment Loan Party, each Domestic Subsidiary Guarantor (as defined in the Existing Credit Agreement) and 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 Amendment and the Amended Credit Agreement and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Amendment Loan Party and Domestic Subsidiary Guarantor is duly organized or formed, and that each Amendment Loan Party and Domestic Subsidiary Guarantor is validly existing, in good standing in such entity’s jurisdiction of incorporation, organization or formation; and (i) each Loan Party shall have provided the documentation and other amounts due information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and payable on or regulations, including the USA PATRIOT Act, at least 3 business days prior to the Incremental Second Amendment Effective Date pursuant to the fee arrangements previously mutually agreed between extent such information has been requested at least 10 days prior to the Borrowers and lead arrangersSecond Amendment Effective Date. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.

Conditions to Effectiveness and Funding. The obligations of This Amendment shall become effective on the Incremental Term Lenders to make the Tranche B-3 Term Loans hereunder date (which date shall not become effective until the date be later than August 31, 2012) on which each of the following conditions is satisfied:satisfied (the “First Amendment Effective Date”): (a) The Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 2012 Incremental Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate HoldingsLenders, the Borrowers Required Lenders and the Incremental Term Lenders party heretoAdministrative Agent, either (A) a counterpart of this Agreement Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this AgreementAmendment) that such party has signed a counterpart of this AgreementAmendment. (b) The Administrative Agent shall have received an Acknowledgment and Confirmation from an authorized officer of each Loan Party. (c) The Administrative Agent shall have received, on behalf of itself and the Incremental Term Lenders, on the Incremental First Amendment Effective Date, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, Intermediate Holdings and the Borrowers (General Counsel of the “U.S. Counsel”), in form and substance reasonably satisfactory to the Administrative Agent Borrower and its counsel Subsidiaries and (ii) local foreign Proskauer Rose LLP, counsel specified on Schedule 2 heretoto Parent, the Borrower and its Subsidiaries, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental First Amendment Effective Date and (cb) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement Amendment as the Administrative Agent shall reasonably request, request and in each case no broader than the respective opinions delivered by such Persons pursuant to Section 4.1(h) of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinionsthe Credit Agreement. (cd) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) below: (i) a certificate as of the Borrower, dated the First Amendment Effective Date, substantially in the form of Exhibit C to the good standing Credit Agreement, with appropriate insertions and attachments, including the certificate of each such Domestic Loan Party incorporation of the Borrower certified (as of a recent date from reasonably near the Secretary of State (or other similar officialFirst Amendment Effective Date) by the relevant authority of the jurisdiction of its organization; organization of the Borrower, and (ii) a good standing certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated (as of a date reasonably near the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental First Amendment Effective Date; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation Borrower from its jurisdiction of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers, dated as of the Incremental Effective Date, certifying compliance with the conditions set forth in clauses (i) and (ii) of this paragraph (d)organization. (e) The Administrative Agent shall have received all fees and other amounts due and payable a certificate signed by a Responsible Officer of the Borrower, certifying on or prior behalf of the Borrower that, (i) after giving effect to the 2012 Incremental Effective Date Term Loans, the representations and warranties made by any Loan Party in or pursuant to the fee arrangements previously mutually agreed between Loan Documents, as amended by this Amendment, are true and correct in all material respects on and as of the Borrowers First Amendment Effective Date as if made on and lead arrangersas of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date (provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect) and (ii) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date after giving effect to the 2012 Incremental Term Loans. (f) Substantially concurrently with the funding of the Tranche B-3 Term LoansThe Lenders, the Tranche B-1A Administrative Agent and the Lead Arranger with respect to the 2012 Incremental Term Loans Facility shall have received all fees required to be paid, and Tranche B-2A Term Loans (other all expenses required to be paid for which invoices have been presented not less than one Business Day prior to the Converted Loans (as defined below)) shall be repaid in fullFirst Amendment Effective Date. (g) The Reaffirmation Agreement Consolidated Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Relevant Reference Period as if the 2012 Incremental Term Loans had been outstanding on the last day of such Relevant Reference Period, shall not exceed 3.50 to 1.00, and the Borrower shall have been executed provided reasonably satisfactory support for such calculations to the Administrative Agent and delivered the Lenders. (h) The Lenders shall have received a reasonably satisfactory solvency certificate by each party theretothe chief financial officer of the Borrower with respect to the solvency of the Loan Parties, on a consolidated basis, after giving effect to the 2012 Incremental Term Loans and the use of proceeds thereof.

Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Section 2 and Section 3 hereof and, the obligations of each Additional Term A Lender to make the Additional Term A Loans, the obligations of the Incremental Term A Lenders to make the Tranche B-3 Incremental Term A Loans, the obligations of the Incremental Revolving Lenders to make the Incremental Revolving Increase and the obligations of the Term B Lender to make the Term B Loans hereunder shall not become effective until the date on which each are subject to satisfaction of the following conditions is satisfied:precedent (the date of such satisfaction being the “Closing Date”): (a) The Administrative Agent shall have received (i) from each of the German Borrower, at or prior Restatement Loan Parties shall have executed and delivered counterparts of this Restatement Agreement to the time required by Section 2.03 of the Credit AgreementAdministrative Agent, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdingsthe Lenders that, Intermediate Holdingscollectively, constitute the Borrowers Required Lenders, shall have executed and the Incremental Term Lenders party hereto, either (A) delivered a counterpart of this Restatement Agreement signed on behalf to the Administrative Agent, (iii) the Term B Lender shall have executed and delivered a counterpart of such party or this Restatement Agreement to the Administrative Agent, (Biv) written evidence satisfactory the Converting Consenting Term A-3 Lenders shall have executed and delivered a counterpart of this Restatement Agreement to the Administrative Agent, (v) each Additional Term A Lender shall have executed and delivered a counterpart of this Restatement Agreement to the Administrative Agent, (vi) each Incremental Term A Lender shall have executed and delivered a counterpart of this Restatement Agreement to the Administrative Agent, (vii) each Revolving Credit Lender shall have executed and delivered a counterpart of this Restatement Agreement to the Administrative Agent (which may counterpart shall be deemed to include telecopy transmission of a signed signature page of this Agreementany such Revolving Credit Lender in its capacity as an Incremental Revolving Lender), (viii) that such party has signed each Incremental Revolving Credit Lender shall have executed and delivered a counterpart of this Restatement Agreement to the Administrative Agent, (ix) the Swing Line Lender and L/C Issuer shall have executed and delivered counterparts of this Restatement Agreement to the Administrative Agent, (x) each Subsidiary Guarantor shall have executed an acknowledgement and reaffirmation in the form attached hereto and (xi) the Administrative Agent shall have executed a counterpart of this Restatement Agreement.; (b) The the representations and warranties of the Restatement Loan Parties contained in Section 7 of this Restatement Agreement shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) on and as of the Closing Date; provided that to the extent that any representation and warranty specifically refers to an earlier date, it shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) as of such earlier date; (c) immediately prior to giving effect to and immediately after giving effect to the Closing Date, no Default or Event of Default shall have occurred and be continuing; (d) the Administrative Agent shall have received, on behalf of itself and each of the Incremental Term Lenders, on the Incremental Effective Date, a customary written opinion of (i) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special in its capacity as counsel for Holdingsthe Restatement Loan Parties, Intermediate Holdings dated as of the Closing Date and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory addressed to the Administrative Agent and its counsel each of the Lenders; (e) all fees and expenses required to be paid by the Company on the Closing Date pursuant to that certain Amended and Restated Engagement Letter, dated as of March [31], 2021, by and among the Company and the Arrangers (as defined therein), and those certain Fee Letters, dated as of March [31], 2021, by and between the Company and each of the Arrangers, shall have been paid or shall be paid substantially concurrently with the effectiveness of this Restatement Agreement; (i) the Administrative Agent shall have received, for the account of each Converting Consenting Term A-3 Lender, an upfront fee equal to 0.25% of the aggregate principal amount of the Term A Loans allocated to such Term A Lender, (ii) local foreign counsel specified on Schedule 2 heretothe Administrative Agent shall have received, in for the account of each case Additional Term A Lender, an upfront fee (awhich shall take the form of OID) dated equal to 0.30% of the Incremental Effective Dateaggregate principal amount of the Additional Term A Loans funded by such Lender (other than those funded to replace Term A-3 Loans held by Non-Converting Consenting Term A-3 Lenders), (biii) addressed the Administrative Agent shall have received, for the account of the Term B Lender, an upfront fee (which shall take the form of OID) equal to 0.50% of the aggregate principal amount of the Term B Loans, (iv) the Administrative Agent shall have received, for the account of each Revolving Credit Lender that has executed and delivered a counterpart of this Restatement Agreement to the Administrative Agent, an upfront fee equal to the Lenders and each Issuing Bank on sum of (x) 0.25% of the Incremental Effective aggregate principal amount of the Revolving Credit Commitments of such Revolving Credit Lender up to the amount of Revolving Credit Commitments of such Revolving Credit Lender immediately prior to the Closing Date and (cy) in form and substance reasonably satisfactory 0.30% of the aggregate principal amount of the Revolving Credit Commitments of such Revolving Credit Lender that exceeds such Revolving Credit Lender’s Revolving Credit Commitment immediately prior to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as Closing Date, (v) the Administrative Agent shall reasonably requesthave received, for the account of each Incremental Term A Lender, an upfront fee equal to 0.30% of the aggregate principal amount of Incremental Term A Loans allocated to such Incremental Term A Lender, and (vi) the Administrative Agent shall have received, for the account of each Incremental Revolving Lender, an upfront fee equal to 0.30% of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel the aggregate principal amount of Incremental Revolving Commitments allocated to deliver such opinions.Incremental Revolving Lender; (cg) The the Administrative Agent shall have received a certificate of the Company signed by a Responsible Officer thereof certifying that the conditions set forth in Sections 5(b) and 5(c) hereof have been satisfied; (h) the case Administrative Agent shall have received a Solvency Certificate executed by the chief financial officer of the Company dated as of the Closing Date and certifying as to the matters set forth therein after giving effect to this Restatement Agreement and the Incremental Term A Loans; (i) the Administrative Agent shall have received (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Domestic Restatement Loan Party and each Domestic Subsidiary Guarantor (as defined in Exhibit A) 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 Restatement Agreement and the Amended and Restated Credit Agreement and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Restatement Loan Party and each Domestic Subsidiary Guarantor is duly organized or formed, and that each Restatement Loan Party and each Domestic Subsidiary Guarantor is validly existing, in good standing in such entity’s jurisdiction of incorporation, organization or formation; (x) each Loan Party shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the USA PATRIOT Act, at least 3 business days prior to the Closing Date to the extent such information has been requested at least 10 days prior to the Closing Date; and (y) At least 5 days prior to the Closing Date, the Company shall have delivered, to each Lender that so requests to the extent requested at least 10 days prior to the Closing Date, a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Certification”); (k) the Company shall have paid in full all accrued and unpaid fees and interest with respect to the existing Term A-3 Loans, the existing Term B-3 Loans and existing Revolving Credit Loans; (l) the Administrative Agent shall have received a Loan Notice in accordance with Section 2.02(a) of the items referred Amended and Restated Credit Agreement with respect to in clauses the Additional Term A Loans, the Incremental Term A Loans and the Term B Loans; (m) the Company shall have, (i) with respect to the Term A-3 Loans, substantially concurrently with the making of the Term A Loans under the Amended and Restated Credit Agreement, repaid all outstanding Term A-3 Loans (other than those converted into Term A Loans) and (ii) below: (i) a certificate as with respect to the good standing of each such Domestic Loan Party as of a recent date from Term B-3 Loans, substantially concurrently with the Secretary of State (or other similar official) making of the jurisdiction Term B Loans under the Amended and Restated Credit Agreement, repaid all outstanding Term B-3 Loans and shall have delivered a Notice of its organization; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of Loan Prepayment with respect to such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan PartyTerm B-3 Loans; and (En) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) last day of the Senior Secured Leverage Ratio shall bemost recently ended Test Period, on a Pro Forma Basis after giving effect to the Tranche B-3 incurrence of the Incremental Term Loan Commitment Increase, the Incremental Revolving Increase and all other appropriate pro forma adjustments (but (x) without netting any cash proceeds from such incurrence and (y) treating the Incremental Revolving Commitments as fully drawn), the Company would be in compliance with Section 7.11 of the Amended and Restated Credit Agreement and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 Company shall have delivered to 1.00, and (iii) the Administrative Agent shall have received a certificate of signed by a Responsible Officer of the Borrowers, dated as of the Incremental Effective Date, thereof certifying compliance with the conditions set forth in clauses that such condition has been satisfied (i) and (ii) of this paragraph (dincluding appropriate calculations). (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.

Conditions to Effectiveness and Funding. The obligations effectiveness of the amendments to the Credit Agreement set forth in Section 1 of this First Amendment (including the commitment of the 2018 Incremental Term Lenders Lenders) are subject to make the Tranche B-3 Term Loans hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied:precedent (the date of such satisfaction, the “First Amendment Effective Date”): (a) The the Borrower, Holdings, the Subsidiary Guarantors party hereto, the Required Lenders and the Administrative Agent shall have executed and delivered counterparts of this First Amendment; (b) Holdings and the 2018 Incremental Term Lenders shall have executed and delivered counterparts of each of the Warrants; (c) each of the representations and warranties contained in Section 4 of this First Amendment shall be true and correct in all material respects (provided that, any representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or if any such representation and warranty is qualified by “materiality,” “material adverse effect” or similar language, shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of such earlier date); and (d) at the time of and immediately after giving effect to this First Amendment and the making of the 2018 Incremental Term Loans on the First Amendment Effective Date and the use of proceeds thereof on the First Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing under the Amended Credit Agreement; (e) the Borrower shall have paid to the Administrative Agent all other costs, fees and expenses (including all upfront fees due and payable to the Administrative Agent on behalf of the 2018 Incremental Term Lenders (or original issue discount in lieu thereof)) that are due and payable on or before the First Amendment Effective Date in accordance with the terms of the Amended Credit Agreement and the Fee Letter, dated as of February 5, 2018, by and between the Borrower and the Administrative Agent, in each case to the extent invoices therefor are provided to the Borrower at least one Business Day prior to the First Amendment Effective Date; (f) [reserved]; (g) the Administrative Agent shall have received a Borrowing Request from the Borrower meeting the requirements of Section 2.03 of the Amended Credit Agreement; (h) the Administrative Agent shall have received a solvency certificate in the form of Exhibit G to the Credit Agreement dated as of the First Amendment Effective Date and signed by a Financial Officer of Holdings; (i) the Administrative Agent shall have received a certificate dated the First Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in clauses (c) and (d) above; (j) the Administrative Agent shall have received each of the following, each (where applicable) dated the First Amendment Effective Date (and each in a form and substance reasonably satisfactory to the Administrative Agent): i. a customary legal opinion of (a) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. and (b) Xxxx Xxxxx Xxx & Xxxxxxxx, P.C., in each case (x) dated the First Amendment Effective Date, (y) addressed to the Administrative Agent, the Collateral Agent and each Lender under the Credit Agreement (including the 2018 Incremental Term Lenders) and (z) covering such matters relating to this First Amendment, the 2018 Incremental Term Loans and the transactions contemplated hereby as the Administrative Agent may reasonably require; ii. the Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 a copy of the Credit Agreementcertificate or articles of incorporation, certificate of incorporation or certificate of formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a Borrowing Request with respect to recent date by the Borrowing Secretary of State of the Tranche B-3 Term Loans that complies with the requirements state of Section 2.03 of the Credit Agreementits organization, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and the Incremental Term Lenders, on the Incremental Effective Date, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, Intermediate Holdings and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 hereto, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) below: (i) a certificate as to the good standing of each such Domestic Loan Party as of a recent date date, from the such Secretary of State (or other similar official) of the jurisdiction of its organization; State; (ii) a certificate of an officer, member or manager of each Loan Party dated the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental First Amendment Effective Date and certifying: certifying (A) that the certificate or articles attached thereto is a true and complete copy of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (B) that the by-laws or limited liability company agreement operating agreement, as applicable, of such Domestic Loan Party has not been amended, rescinded or otherwise modified as in effect on the First Amendment Effective Date and at all times since a date prior to the date of the Credit Agreement and are resolutions described in full force and effect on the Incremental Effective Date; clause (CB) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directorsDirectors, board of managers manager, manager or sole member, as applicable, member(s) of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a partyparty and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect effect, (C) that the certificate or articles of incorporation or certificate of formation, as applicable, of such Loan Party have not been amended since the date of the last amendment thereto shown on the Incremental Effective Date; certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (iii) a certification of another officer as to the incumbency and specimen signature of the officer executing the certificate pursuant to clause (ii) above; (k) all requisite Governmental Authorities and third parties shall have approved or consented to the First Amendment and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened in writing litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the First Amendment or the other transactions contemplated hereby; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iiil) the Administrative Agent shall have received a certificate of a Responsible Officer of received, at least three days prior to the Borrowers, dated as of the Incremental First Amendment Effective Date, certifying compliance with the conditions set forth in clauses (i) and (ii) of this paragraph (d). (e) The Administrative Agent shall have received all fees documentation and other amounts due information about the Borrower and payable on or the other Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least five days prior to the Incremental First Amendment Effective Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangersDate. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.

Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Sections 2, 3 and 4 hereof and the obligations of the Incremental Term Lenders Revolving Lender to make the Tranche B-3 Term Loans hereunder shall not become effective until the date on which each Incremental Revolving Increase are subject to satisfaction of the following conditions is satisfied:precedent (the date of such satisfaction being the “Seventh Amendment Effective Date”): (a) The (i) each of the Amendment Loan Parties shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) the Incremental Revolving Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent, (iii) the Swing Line Lender and L/C Issuer shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iv) each Subsidiary Guarantor, except WEX Fleet Luxembourg S.a.r.l., shall have executed an acknowledgement and reaffirmation in the form attached hereto and (v) the Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) executed a counterpart of this Agreement signed Amendment; (b) the representations and warranties of the Amendment Loan Parties contained in Section 7 of this Amendment shall be true and correct on behalf and as of the Seventh Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to an earlier date, it shall be true and correct as of such party or earlier date; (Bc) written evidence satisfactory as of the last day of the most recently ended Test Period, on a Pro Forma Basis after giving effect to the incurrence of the Incremental Revolving Increase and all other appropriate pro forma adjustments (but (x) without netting any cash proceeds from such incurrence and (y) treating the Incremental Revolving Commitment as fully drawn), the Company would be in compliance with Section 7.11 of the Existing Credit Agreement and the Company shall have delivered to the Administrative Agent (which may include telecopy transmission of a certificate signed signature page of this Agreement) by a Responsible Officer thereof certifying that such party condition has signed a counterpart of this Agreement.been satisfied (including appropriate calculations); (bd) The immediately prior to and immediately after the Seventh Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received, on behalf of itself and each of the Incremental Term Lenders, on the Incremental Effective Date, a customary written opinion of (i) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special in its capacity as counsel for Holdingsthe Amendment Loan Parties, Intermediate Holdings dated as of the Seventh Amendment Effective Date and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory addressed to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 hereto, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) below: (i) a certificate as to the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organizationRevolving Lender; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iiif) the Administrative Agent shall have received a certificate of the Company signed by a Responsible Officer thereof: (i) certifying that no Default or Event of Default shall exist or would exist immediately prior to or after giving effect to this Amendment, including the Borrowers, dated as establishment of the Incremental Effective DateRevolving Commitment, and (ii) certifying compliance with that the conditions condition set forth in clauses (iSection 5(b) and (ii) of this paragraph (d).hereof has been satisfied; (eg) The the Administrative Agent shall have received all fees a Solvency Certificate executed by the chief financial officer of the Company dated as of the Seventh Amendment Effective Date and other amounts due and payable on or prior certifying as to the matters set forth therein after giving effect to this Amendment and the Incremental Effective Date Revolving Increase; and (h) all expenses of the Administrative Agent required to be paid by the Company pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Existing Credit Agreement shall have been executed paid to the extent an invoice has been received at least three (3) Business Days prior to the Seventh Amendment Effective Date; (i) the Administrative Agent shall have received (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Amendment Loan Party and delivered each Domestic Subsidiary Guarantor (as defined in the Existing Credit Agreement) 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 Amendment and the Amended Credit Agreement and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Amendment Loan Party and each Domestic Subsidiary Guarantor is duly organized or formed, and that each Amendment Loan Party and each Domestic Subsidiary Guarantor is validly existing, in good standing in such entity’s jurisdiction of incorporation, organization or formation; and (x) each Loan Party shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the USA PATRIOT Act, at least three (3) Business Days prior to the Seventh Amendment Effective Date to the extent such information has been requested at least ten (10) days prior to the Seventh Amendment Effective Date; and (y) At least five (5) days prior to the Seventh Amendment Effective Date, any Borrower that qualified as a “legal entity customer” under 31 C.F.R. § 1010.230 shall have delivered, to each party theretoLender that so requests to the extent requested at least ten (10) days prior to the Seventh Amendment Effective Date, a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 in relation to such Borrower (the “Beneficial Ownership Certifications”).

Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Section 2 hereof and the obligations of each Additional Term A-1 Lender to make the Additional Term A-1 Loans, the obligations of each Incremental Term A-1 Lender to make Incremental Term A-1 Loans, the obligations of the Incremental Term Revolving Lenders to make the Tranche B-3 Term Loans hereunder shall not become effective until Incremental Revolving Increase and the date on which obligations of each Revolving Credit Lender to provide the 2024 Revolving Credit Commitments are subject to satisfaction or waiver of the following conditions is satisfied:precedent (the date of such satisfaction and/or waiver being the “Fifth Amendment Effective Date”): (a) The Administrative Agent shall have received (i) from each of the German Borrower, at or prior Amendment Loan Parties shall have executed and delivered counterparts of this Amendment to the time required by Section 2.03 of the Credit AgreementAdministrative Agent, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdingsthe Lenders that constitute the Required Lenders (after giving effect to the Term A-1 Loans, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party heretoA-1 Loans, either (Athe Incremental Revolving Commitments and the 2024 Revolving Credit Commitments) shall have executed and delivered a counterpart of this Agreement signed on behalf Amendment to the Administrative Agent, (iii) the Converting Consenting Term A Lenders shall have executed and delivered a counterpart of such party or this Amendment to the Administrative Agent, (Biv) written evidence satisfactory each Additional Term A-1 Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent, (v) each Incremental Term A-1 Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent, (vi) each Revolving Credit Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent (which may counterpart shall be deemed to include telecopy transmission of a signed signature page of this Agreementany such Revolving Credit Lender in its capacity as an Incremental Revolving Lender), (vii) that such party has signed each Incremental Revolving Credit Lender shall have executed and delivered a counterpart of this Agreement.Amendment to the Administrative Agent, (viii) the Swing Line Lender and L/C Issuer shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ix) each Foreign Subsidiary Guarantor shall have executed an acknowledgement and reaffirmation in the form attached hereto and (x) the Administrative Agent shall have executed a counterpart of this Amendment; (b) The the representations and warranties of the Amendment Loan Parties contained in Section 7 of this Amendment shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) on and as of the Fifth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to an earlier date, it shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) as of such earlier date; (c) immediately prior to giving effect to and immediately after giving effect to the Fifth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (d) the Administrative Agent shall have received, on behalf of itself and each of the Incremental Term Lenders, on the Incremental Effective Date, a customary written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx Gotshal & Xxxxxxxx Xxxxxx LLP, special in its capacity as counsel for Holdingsthe Amendment Loan Parties and certain of the Domestic Subsidiary Guarantors, Intermediate Holdings dated as of the Fifth Amendment Effective Date and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory addressed to the Administrative Agent and its counsel each of the Lenders; (e) all fees and expenses required to be paid by the Company on the Fifth Amendment Effective Date pursuant to (i) that certain Engagement Letter, dated as of April 16, 2024, by and among the Company and the Arrangers (as defined therein), (ii) that certain Fee Letter, dated as of April 16, 2024, by and between the Company and BOFA Securities Inc. and (iii) any other fee letters entered into by and between the Company and applicable counterparty in connection with the transactions contemplated hereby, shall have been paid or shall be paid substantially concurrently with the effectiveness of this Amendment; (f) without duplication, the Administrative Agent shall have received, for the account of each Lender party hereto, an upfront fee equal to (i) 0.15% of the aggregate principal amount of the Term A-1 Loans (including any Additional Term A-1 Loans) and 2024 Revolving Credit Commitments of such Lender as of the Fifth Amendment Effective Date up to the amount of Term A Loans and Revolving Credit Commitments of such Lender immediately prior to the Fifth Amendment Effective Date and (ii) local foreign counsel specified on Schedule 2 hereto, 0.25% of the aggregate principal amount of the Term A-1 Loans (including any Additional Term A-1 Loans and Incremental Term A-1 Loans) and 2024 Revolving Credit Commitments (including any Incremental Revolving Commitments) of such Lender as of the Fifth Amendment Effective Date in each case (a) dated excess of the Incremental amount of Term A Loans and Revolving Credit Commitments of such Lender immediately prior to the Fifth Amendment Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions.; (cg) The the Administrative Agent shall have received a certificate of the Company signed by a Responsible Officer thereof certifying that the conditions set forth in Sections 5(b) and 5(c) hereof have been satisfied; (h) without duplication of the case foregoing clause (e), all expenses of the Administrative Agent required to be paid by the Company pursuant to the Existing Credit Agreement shall have been paid to the extent an invoice has been received by the Company at least one (1) Business Day prior to the Fifth Amendment Effective Date; (i) the Administrative Agent shall have received a Solvency Certificate executed by the chief financial officer of the Company dated as of the Fifth Amendment Effective Date and certifying as to the matters set forth therein after giving effect to this Amendment; (j) the Administrative Agent shall have received (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Domestic Amendment Loan Party and each Domestic Subsidiary Guarantor (as defined in Exhibit A) 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 Amendment and the Amended Credit Agreement and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Amendment Loan Party and each Domestic Subsidiary Guarantor is duly organized or formed, and that each Amendment Loan Party and each Domestic Subsidiary Guarantor is validly existing and in good standing in such entity’s jurisdiction of incorporation, organization or formation; (i) each Loan Party shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the USA PATRIOT Act, at least three (3) Business Days prior to the Fifth Amendment Effective Date to the extent such information has been requested at least ten (10) days prior to the Fifth Amendment Effective Date; and (ii) At least three (3) Business Days prior to the Fifth Amendment Effective Date, any Borrower that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 shall have delivered, to each Lender that so requests to the extent requested at least five (5) Business Days prior to the Fifth Amendment Effective Date, a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 in relation to such Borrower (the “Beneficial Ownership Certification”); (l) the Company shall have paid in full all accrued and unpaid fees and interest with respect to the existing Term A Loans and existing Revolving Credit Loans; (m) the Administrative Agent shall have received a Loan Notice in accordance with Section 2.02(a) of the items referred Amended Credit Agreement with respect to in clauses the Additional Term A-1 Loans and the Incremental Term A-1 Loans; (n) the Company shall have, (i) with respect to the Term A Loans, substantially concurrently with the making of the Term A-1 Loans under the Amended Credit Agreement, repaid all outstanding Term A Loans (other than those converted into Term A-1 Loans) and (ii) below: (i) a certificate as to substantially concurrently with the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organization; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Fifth Amendment Effective Date; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the repaid all outstanding Revolving Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan PartyLoans; and (Eo) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) last day of the Senior Secured Leverage Ratio shall bemost recently ended Test Period, on a Pro Forma Basis after giving effect to the Tranche B-3 incurrence of the Incremental Term Loan Commitment Increase, the Incremental Revolving Increase and all other appropriate pro forma adjustments (but (x) without netting any cash proceeds from such incurrence and (y) treating the Incremental Revolving Commitments as fully drawn), the Company would be in compliance with Section 7.11 of the Existing Credit Agreement and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 Company shall have delivered to 1.00, and (iii) the Administrative Agent shall have received a certificate of signed by a Responsible Officer of the Borrowers, dated as of the Incremental Effective Date, thereof certifying compliance with the conditions set forth in clauses that such condition has been satisfied (i) and (ii) of this paragraph (dincluding appropriate calculations). (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.

Conditions to Effectiveness and Funding. The obligations of the Incremental Term Lenders to make the Tranche B-3 Term Loans hereunder This Amendment shall not become effective until (the date on which “Third Amendment Effective Date”) when (unless waived): (i) The Administrative Agent receives of a counterpart of this Amendment signed by each of the following conditions is satisfied:BV Borrower, the US Borrower, the Parent, the other Guarantors and the Third Amendment Term Lender; (aii) All filings and other actions reasonably necessary to grant the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in the assets of the Target (together with its subsidiaries, if any, the “Acquired Business”) and any Subsidiary thereof qualifying as a “Guarantor” under the Credit Agreement that would constitute Collateral under the Collateral Documents (including the documents listed on Schedule 3(a) hereof) shall have been taken; provided that (A) to the extent any Collateral of the Acquired Business may not be perfected by (1) the filing of a UCC financing statement or (2) taking delivery and possession of stock certificates of the Acquired Business to the extent required to be pledged pursuant to the Credit Agreement but only to the extent such stock certificates are received from the Target on or prior to the Third Amendment Effective Date, if the perfection of the Administrative Agent’s security interest in such Collateral may not be accomplished prior to the Third Amendment Effective Date after the BV Borrower’s use of commercially reasonable efforts to do so and without undue burden and expense, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Third Amendment Term Loans on the Third Amendment Effective Date but, instead, may be accomplished within the time periods set forth in Section 6.12 of the Credit Agreement and (B) to the extent any guaranty by a subsidiary of the Target may not be accomplished prior to the Third Amendment Effective Date after the BV Borrower’s use of commercially reasonable efforts to do so and without undue burden and expense, then such guaranty shall not constitute a condition precedent to the availability of the Third Amendment Term Loans on the Third Amendment Effective Date but, instead, may be accomplished within the time periods set forth in in Section 6.12 of the Credit Agreement; (iii) The Administrative Agent shall have received (i) from the German Borrowersuch certificates or resolutions or other action, at or prior to the time required by Section 2.03 incumbency certificates and/or other certificates of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and the Incremental Term Lenders, on the Incremental Effective Date, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, Intermediate Holdings and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 hereto, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement Parties as the Administrative Agent shall reasonably requestmay require evidencing the identity, authority and capacity of each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel Responsible Officer thereof authorized to deliver such opinions.act as a Responsible Officer in connection with this Amendment; (civ) The Administrative Agent shall have received in such documents and certifications as the case of Administrative Agent may reasonably require to evidence that each Domestic Loan Party each is validly existing and in good standing in its jurisdiction of the items referred to in clauses organization (i) and (ii) below: (i) a certificate as to the good standing of each extent such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organizationconcept exists in such jurisdiction); (iiv) The Administrative Agent shall have received a certificate Committed Loan Notice with respect to the Third Amendment Term Loans setting forth the information specified in Section 2.02 of the Secretary or Assistant Secretary or similar officer Credit Agreement; (vi) The Administrative Agent shall have received a solvency certificate from a director of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated the BV Borrower substantially in the form of Exhibit Q to the Credit Agreement certifying that the Parent and its Subsidiaries on a consolidated basis as of the Incremental Third Amendment Effective Date (after giving effect to this Amendment and certifying:the transactions contemplated hereby, including the Acquisition, the financing thereof, and the Refinancing) are Solvent; (Avii) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date (a) The conditions set forth in Section 2.14(b) of the Credit Agreement (as amended by the Third Amendment and are in full force and effect on after giving Pro Forma Effect to the Incremental Effective Date; (BAcquisition) that shall have been satisfied so as to permit the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date incurrence of the Credit Agreement Third Amendment Term Loans and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 each of the Credit Agreement Specified Representations (as defined below) shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment true and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00correct in all material respects, and (iii) the Administrative Agent shall have received a certificate of the BV Borrower signed by a Responsible Officer of the BorrowersBV Borrower, dated as certifying on behalf of the Incremental Effective Date, certifying compliance with Borrowers as to the conditions foregoing clauses (a) and (b). “Specified Representations” means the representations and warranties of the Loan Parties set forth in clauses (i) and (ii) of this paragraph (d). (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans Patriot Act Representation (as defined below), the Sanctions Representation (as defined below) shall be repaid in full. and the Anti-Corruption Representation (g) The Reaffirmation Agreement as defined below). For purposes of this clause (vii), the following terms shall have been executed and delivered by each party thereto.the meanings given to them below:

Conditions to Effectiveness and Funding. The obligations occurrence of the Incremental Closing Date, the effectiveness of this Agreement and the funding of the Term Lenders Loan are subject to make the Tranche B-3 Term Loans hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfiedprecedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or telecopies (ifollowed promptly by originals) from unless otherwise specified, each properly executed by a Responsible Officer of the German Borrower, at or prior to each dated the time required by Section 2.03 Closing Date (or, in the case of the Credit Agreementcertificates of governmental officials, a Borrowing Request with respect to recent date before the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, Closing Date) and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself and the Incremental Term Lenders, on the Incremental Effective Date, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, Intermediate Holdings and the Borrowers (the “U.S. Counsel”), each in form and substance reasonably satisfactory to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 hereto, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) belowlegal counsel: (i) a certificate as to the good standing executed counterparts of each such Domestic Loan Party as of a recent date this Agreement from the Secretary of State (Borrower, the Lenders and the Administrative Agent, in the number requested by the Administrative Agent or other similar official) of the jurisdiction of its organizationlegal counsel; (ii) a certificate Term Loan Note executed by the Borrower in favor of each Lender requesting a Term Loan Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Secretary 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 to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or Assistant Secretary or similar officer of such Domestic Loan Partyformed, or other person duly authorized by such Domestic Loan Partyand that the Borrower is validly existing, dated as of the Incremental Effective Date in good standing and certifying: qualified to engage in business in (A) that the certificate jurisdiction of its incorporation or articles organization and (B) each other jurisdiction where its ownership, lease or operation of incorporation, the articles of association properties or the certificate conduct of formationits business requires such qualification, as applicable, has except to the extent that failure to do so could not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Datereasonably be expected to have a Material Adverse Effect; (Bv) that favorable opinions of Freshfields Bruckhaus Xxxxxxxx US LLP, counsel to the by-laws or limited liability company agreement of such Domestic Loan Party has not been amendedBorrower, rescinded or otherwise modified since and Xxxxxxxxxx Xxxxxxx Xxxx, P.A., counsel to the date of Borrower, each addressed to the Credit Agreement Administrative Agent and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directorseach Lender, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance covering enforceability of the Loan Documents and such other matters to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Datebe agreed upon; (Dvi) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the BorrowersBorrower either (A) attaching copies of all consents, dated licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(d) and (e) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date 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; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of 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). (d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects to the extent any such representation and warranty is already qualified by materiality or a reference to Material Adverse Effect) on and as of the Incremental Effective Closing Date, certifying compliance with except to the conditions set forth extent that such representations and warranties specifically refer to an earlier date, in clauses which case they shall be true and correct in all material respects (and in all respects to the extent any such representation and warranty is already qualified by materiality or a reference to Material Adverse Effect) as of such earlier date. (e) No Default shall exist and be continuing as of the Closing Date, or would result from the Credit Extensions to be made on the Closing Date or from the application of the proceeds thereof. (f) The Lenders shall have received: (i) at least three (3) Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested at least ten (10) days prior to the Closing Date; and (ii) of this paragraph at least three (d)3) Business Days prior to the Closing Date, to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. (eg) The Administrative Agent shall have received all fees and a Request for Credit Extension in accordance with the requirements hereof. 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 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other amounts due and payable on 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 Incremental Effective proposed Closing Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party specifying its objection thereto.

Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Sections 2, 3 and 4 hereof and the obligations of the Incremental Term Lenders Revolving Lender to make the Tranche B-3 Term Loans hereunder shall not become effective until the date on which each Incremental Revolving Increase are subject to satisfaction of the following conditions is satisfied:precedent (the date of such satisfaction being the “Tenth Amendment Effective Date”): (a) The (i) each of the Amendment Loan Parties shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) the Incremental Revolving Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent, (iii) the Swing Line Lender and L/C Issuer shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iv) each Subsidiary Guarantor shall have executed an acknowledgement and reaffirmation in the form attached hereto and (v) the Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) executed a counterpart of this Agreement signed Amendment; (b) the representations and warranties of the Amendment Loan Parties contained in Section 7 of this Amendment shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) on behalf and as of the Tenth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to an earlier date, it shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) as of such party or earlier date; (Bc) written evidence satisfactory as of the last day of the most recently ended Test Period, on a Pro Forma Basis after giving effect to the incurrence of the Incremental Revolving Increase and all other appropriate pro forma adjustments (but (x) without netting any cash proceeds from such incurrence and (y) treating the Incremental Revolving Commitment as fully drawn), the Company would be in compliance with Section 7.11 of the Existing Credit Agreement and the Company shall have delivered to the Administrative Agent (which may include telecopy transmission of a certificate signed signature page of this Agreement) by a Responsible Officer thereof certifying that such party condition has signed a counterpart of this Agreement.been satisfied (including appropriate calculations); (bd) The immediately prior to giving effect to and immediately after giving effect to the Tenth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received, on behalf of itself and each of the Incremental Term Lenders, on the Incremental Effective Date, a customary written opinion of (i) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special in its capacity as counsel for Holdingsthe Amendment Loan Parties, Intermediate Holdings dated as of the Tenth Amendment Effective Date and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory addressed to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 hereto, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) below: (i) a certificate as to the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organizationRevolving Lender; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iiif) the Administrative Agent shall have received a certificate of the Company signed by a Responsible Officer thereof: (i) certifying that no Default or Event of Default shall exist or would exist immediately prior to or after giving effect to this Amendment, including the Borrowers, dated as establishment of the Incremental Effective DateRevolving Commitment, and (ii) certifying compliance with that the conditions condition set forth in clauses (iSection 5(b) and (ii) of this paragraph (d).hereof has been satisfied; (eg) The the Administrative Agent shall have received all fees a Solvency Certificate executed by the chief financial officer of the Company dated as of the Tenth Amendment Effective Date and other amounts due and payable on or prior certifying as to the matters set forth therein after giving effect to this Amendment and the Incremental Effective Date Revolving Increase; and (h) all expenses of the Administrative Agent required to be paid by the Company pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Existing Credit Agreement shall have been executed paid to the extent an invoice has been received at least three (3) Business Days prior to the Tenth Amendment Effective Date; (i) the Administrative Agent shall have received (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Amendment Loan Party and delivered each Domestic Subsidiary Guarantor (as defined in the Existing Credit Agreement) 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 Amendment and the Amended Credit Agreement and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Amendment Loan Party and each Domestic Subsidiary Guarantor is duly organized or formed, and that each Amendment Loan Party and each Domestic Subsidiary Guarantor is validly existing, in good standing in such entity’s jurisdiction of incorporation, organization or formation; and (x) each Loan Party shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the USA PATRIOT Act, at least three (3) Business Days prior to the Tenth Amendment Effective Date to the extent such information has been requested at least ten (10) days prior to the Tenth Amendment Effective Date; and (y) At least five (5) days prior to the Tenth Amendment Effective Date, any Borrower that qualified as a “legal entity customer” under 31 C.F.R. § 1010.230 shall have delivered, to each party theretoLender that so requests to the extent requested at least ten (10) days prior to the Tenth Amendment Effective Date, a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 in relation to such Borrower (the “Beneficial Ownership Certifications”).

Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Section 2 hereof and the obligations of the Incremental Additional Term Lenders B-1 Lender to make the Tranche B-3 Additional Term B-1 Loans hereunder shall not become effective until the date on which each are subject to satisfaction or waiver of the following conditions is satisfied:precedent (the date of such satisfaction and/or waiver being the “Fourth Amendment Effective Date”): (a) The (i) each of the Amendment Loan Parties shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) the Converting Consenting Term B Lenders shall have executed and delivered a counterpart of this Amendment to the Administrative Agent, (iii) the Additional Term B-1 Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent, (iv) each Domestic Subsidiary Guarantor shall have executed an acknowledgement and reaffirmation in the form attached hereto and (v) the Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) executed a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Amendment; (b) The the representations and warranties of the Amendment Loan Parties contained in Section 4 of this Amendment shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) on and as of the Fourth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to an earlier date, it shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) as of such earlier date; (c) immediately prior to giving effect to and immediately after giving effect to the Fourth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (d) the Administrative Agent shall have received, on behalf of itself and each of the Incremental Term Lenders, on the Incremental Effective Date, a customary written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx Gotshal & Xxxxxxxx Xxxxxx LLP, special in its capacity as counsel for Holdingsthe Amendment Loan Parties and certain of the Domestic Subsidiary Guarantors, Intermediate Holdings dated as of the Fourth Amendment Effective Date and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory addressed to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 hereto, in each case (a) dated the Incremental Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) below: (i) a certificate as to the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organizationLenders; (iie) a certificate of all fees and expenses required to be paid by the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan PartyCompany on the Fourth Amendment Effective Date pursuant to that certain Engagement Letter, dated as of January 8, 2024, by and between the Incremental Effective Date Company and certifying: (A) Xxxxx Fargo Securities, LLC, and that certain Fee Letter, dated as of January 8, 2024, by and between the certificate Company and Xxxxx Fargo Securities, LLC, shall have been paid or articles shall be paid substantially concurrently with the effectiveness of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Datethis Amendment; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iiif) the Administrative Agent shall have received a certificate of the Company signed by a Responsible Officer of the Borrowers, dated as of the Incremental Effective Date, thereof certifying compliance with that the conditions set forth in clauses (iSections 3(b) and (ii3(c) of this paragraph (d).hereof have been satisfied; (eg) The all expenses of the Administrative Agent required to be paid by the Company pursuant to the Existing Credit Agreement shall have been paid to the extent an invoice has been received by the Company at least one (1) Business Day prior to the Fourth Amendment Effective Date; (h) the Administrative Agent shall have received all fees (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Amendment Loan Party and each Domestic Subsidiary Guarantor (as defined in the Existing Credit Agreement) 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 Amendment and the Amended Credit Agreement and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Amendment Loan Party and each Domestic Subsidiary Guarantor is duly organized or formed, and that each Amendment Loan Party and each Domestic Subsidiary Guarantor is validly existing, in good standing in such entity’s jurisdiction of incorporation, organization or formation; (x) each Loan Party shall have provided the documentation and other amounts due information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and payable on or regulations, including the USA PATRIOT Act, at least three (3) Business Days prior to the Incremental Fourth Amendment Effective Date pursuant to the fee arrangements previously mutually agreed between extent such information has been requested at least five (5) Business Days prior to the Borrowers and lead arrangers.Fourth Amendment Effective Date; and (fy) Substantially At least three (3) Business Days prior to the Fourth Amendment Effective Date, any Borrower that qualified as a “legal entity customer” under 31 C.F.R. § 1010.230 shall have delivered, to each Lender that so requests to the extent requested at least five (5) Business Days prior to the Fourth Amendment Effective Date, a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 in relation to such Borrower (the “Beneficial Ownership Certifications”); (j) the Company shall have paid in full all accrued and unpaid fees and interest as of the Fourth Amendment Effective Date with respect to the existing Term B Loans; (k) the Administrative Agent shall have received a Loan Notice in accordance with Section 2.02(a) of the Existing Credit Agreement with respect to the Term B-1 Loans; and (l) the Company shall have, with respect to the Term B Loans, substantially concurrently with the funding making of the Tranche B-3 Term LoansB-1 Loans under the Amended Credit Agreement, the Tranche B-1A repaid all outstanding Term Loans and Tranche B-2A Term B Loans (other than the Converted Loans (as defined belowthose converted into Term B-1 Loans)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.

Conditions to Effectiveness and Funding. This Amendment shall become effective (the “Amendment No. 3 Effective Date”): (a) In the case of Section 3 when: (i) The obligations Administrative Agent (or its counsel) receives of a counterpart of this Amendment signed by each of the Administrative Agent, the Borrower and the Incremental Term Lenders to make the Tranche B-3 Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied:Lender; (aii) The Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of 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 Amendment; (iiii) from The Administrative Agent shall have received such documents and certifications as the German Borrower, at or prior Administrative Agent may reasonably require to evidence that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (iv) The Administrative Agent shall have received a certificate of the time required Borrower signed by a Responsible Officer of the Borrower in accordance with Section 2.03 2.16(d) of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and ; (iiv) from Holdings, Intermediate Holdings, the Borrowers The Administrative Agent and the Incremental Term Lenders party hereto, either (A) a counterpart of this Agreement signed on behalf of such party or (B) lead arrangers shall have received all fees and expenses due to be paid to them pursuant to written evidence satisfactory agreement and the Borrower shall pay to the Administrative Agent for the account of each New Term B Lender, and the Administrative Agent shall have received, a fee of 0.50% of its New Term B Commitment; (which may include telecopy transmission vi) The Administrative Agent shall have received a certificate of the Borrower attesting to the Solvency of the Loan Parties and their Subsidiaries taken as a whole before and after giving effect to the Security Networks Acquisition and the funding of the Incremental Term Loans, signed signature page by the Borrower’s chief financial officer in form and substance acceptable to the Administrative Agent; (vii) The Administrative Agent shall have received a favorable opinion of this AgreementXxxxx Xxxxx LLP, counsel to the Loan Parties and the Parent, addressed to the Administrative Agent and each Lender party hereto, in form and substance acceptable to the Administrative Agent; (viii) Substantially contemporaneously, the Security Networks Acquisition shall be consummated; (ix) The Incremental Term Lender and the Administrative Agent shall have received all documentation and other information about the Loan Parties and the Parent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) that such party has signed a counterpart of this Agreement.been requested in writing at least 5 Business Days prior to the Amendment No. 3 Effective Date; and (bx) The Administrative Agent shall have received, on behalf of itself and the Incremental Term Lenders, on the Incremental Effective Date, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, Intermediate Holdings and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory to the Administrative Agent and its counsel and (ii) local foreign counsel specified on Schedule 2 heretoit, in each case (a) dated the Incremental Effective Date, customary lien searches. (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in In the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) belowSection 4 when: (i) a certificate as to the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State The conditions in Section 7(a) shall have been satisfied (or other similar officialthan Section 7(a)(i), (a)(iv), (a)(v) of the jurisdiction of its organizationand (a)(viii)); (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (B) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan Commitment and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iii) the The Administrative Agent shall have received a certificate of the Borrower signed by a Responsible Officer of the Borrowers, dated as Borrower in accordance with Section 2.15(d) of the Incremental Effective Date, certifying compliance with the conditions set forth in clauses (i) and (ii) of this paragraph (d).Credit Agreement; (eiii) The Administrative Agent and the lead arranger shall have received all fees and other amounts expenses due to be paid to them pursuant to written agreement and payable on or prior the Borrower shall pay to the Incremental Effective Date pursuant to Administrative Agent for the account of each Additional Revolving Credit Lender, and the Administrative Agent shall have received, a fee arrangements previously mutually agreed between of 0.50% of its Additional Revolving Credit Commitment; and (iv) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment signed by each of the Borrowers Administrative Agent, the Borrower and lead arrangerseach Additional Revolving Credit Lender. (fc) Substantially concurrently with In the funding case of Section 5 immediately prior to Sections 3 and 4 and when the Administrative Agent (or its counsel) shall have received a counterpart of this Amendment signed by each of the Tranche B-3 Term Loans, Administrative Agent and Borrower and consents in the Tranche B-1A Term Loans form of Exhibit A hereto or otherwise acceptable to the Administrative Agent signed by the Required Lenders (prior to giving effect to Sections 3 and Tranche B-2A Term Loans (other than the Converted Loans (as defined below4)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.

Conditions to Effectiveness and Funding. The obligations of the 2012 Incremental Term Lenders to make the Tranche B-3 2012 Incremental Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers each Borrower and the 2012 Incremental Term Lenders party hereto, either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received an Acknowledgment and Confirmation from an authorized officer of each Loan Party confirming that the 2012 Incremental Term Loans are secured by the Collateral ratably with the existing Term Loans. (c) The Administrative Agent shall have received, on behalf of itself and the 2012 Incremental Term Lenders, on the 2012 Incremental Effective Date, a written opinion of (i) Xxxxthe General Counsel for Allscripts Inc and counsel to Allscripts LLC and the other Loan Parties, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP(ii) Xxxxxx Price P.C., special counsel for Holdings, Intermediate Holdings the Borrowers and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory to the Administrative Agent and its counsel other Loan Parties and (iiiii) local foreign Xxxxxxxxxx and Xxxxxxxx, special North Carolina counsel specified on Schedule 2 heretoto Allscripts LLC, in each case (a) dated the 2012 Incremental Effective Date, (b) addressed to the Administrative Agent, Agent and the 2012 Incremental Term Lenders and each Issuing Bank on the 2012 Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings Borrower and each Borrower other Loan Party hereby instructs its counsel to deliver such opinions. (cd) The Administrative Agent shall have received in the case of each Domestic Loan Party each of the items referred to in clauses (i) and (ii) below: (i) a certificate as to the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organization; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the 2012 Incremental Effective Date Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and certifying: (A) that attachments, including the certificate of incorporation or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since of each Loan Party certified by the date relevant authority of the Credit Agreement jurisdiction of organization of such Loan Party, and are in full force and effect on the Incremental Effective Date;(ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (Be) that the by-laws or limited liability company agreement of such Domestic Loan Party has not been amended, rescinded or otherwise modified since the date of the Credit Agreement and are in full force and effect on the Incremental Effective Date; (C) that attached thereto is The Administrative Agent shall have received a true and complete copy of resolutions duly adopted certificate signed by the board of directors, board of managers or sole member, as applicable, of such Domestic Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (D) as to the incumbency and specimen signature Responsible Officer of each officer executing any Loan Document or any other document delivered in connection herewith Borrower, certifying on behalf of such Domestic Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Effective DateBorrowers that, (i) the conditions set forth representations and warranties made by any Loan Party in paragraphs (b) or pursuant to the Loan Documents, as amended by this Agreement, are true and (c) of Section 4.01 correct in all material respects as if made on and as of the Credit Agreement shall be satisfied, (ii) the Senior Secured Leverage Ratio shall be, on a Pro Forma Basis 2012 Incremental Effective Date and after giving effect to the Tranche B-3 Term Loan Commitment and incurrence of the Tranche B-3 2012 Incremental Term Loans and (ii) no Default or Event of Default has occurred and is continuing on the 2012 Incremental Effective Date after giving effect to the incurrence of the 2012 Incremental Term Loans. (f) On the 2012 Incremental Effective Date, Allscripts Inc and its Subsidiaries shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.1 of the Credit Agreement recomputed as of the last day of the most recently ended fiscal quarter of Allscripts Inc for which financial statements are available, after giving effect to the 2012 Incremental Term Loans to be made as of the 2012 Incremental Effective Date and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 to 1.00, and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers, dated as of the 2012 Incremental Effective Date, certifying compliance with and the conditions set forth in clauses (i) and (ii) of this paragraph (d). (e) The Borrowers shall have provided reasonably satisfactory support for such calculations to the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in fullLenders. (g) The Reaffirmation Agreement 2012 Incremental Term Lenders, the Administrative Agent and the Arrangers with respect to the 2012 Incremental Term Facility shall have received all fees required to be paid, and all expenses required to be paid for which invoices have been presented not less than one Business Day prior to the 2012 Incremental Effective Date. (h) All governmental and third party approvals necessary to consummate the financing contemplated hereby (including any necessary shareholder approvals) shall have been obtained and shall be in full force and effect. (i) The Borrowers shall have executed and delivered an Incremental Facility Activation Notice with respect to the 2012 Incremental Term Facility setting forth the information required by each party theretoSection 2.24(a) of the Credit Agreement to the Administrative Agent.

Conditions to Effectiveness and Funding. The effectiveness of the amendments set forth in Section 2 and Section 3 hereof and, the obligations of the 2023 Incremental Term Revolving Lenders to make the Tranche B-3 Term Loans hereunder shall not become effective until the date on which each 2023 Incremental Revolving Increase are subject to satisfaction or waiver of the following conditions is satisfied:precedent (the date of such satisfaction and/or waiver being the “Third Amendment Effective Date”): (a) The (i) each of the Amendment Loan Parties shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) each 2023 Incremental Revolving Lender shall have executed and delivered a counterpart of this Amendment to the Administrative Agent, (iii) the Swing Line Lender and L/C Issuer shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (iv) each Subsidiary Guarantor (other than WEX Europe UK Limited and WEX Europe (Netherlands) B.V.) shall have executed an acknowledgement and reaffirmation in the form attached hereto and (v) the Administrative Agent shall have received (i) from the German Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche B-3 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement, and (ii) from Holdings, Intermediate Holdings, the Borrowers and the Incremental Term Lenders party hereto, either (A) executed a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Amendment; (b) The the representations and warranties of the Amendment Loan Parties contained in Section 7 of this Amendment shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) on and as of the Third Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to an earlier date, it shall be true and correct (or true and correct in all material respects, in the case of any such representation or warranty that is not qualified as to materiality) as of such earlier date; (c) immediately prior to giving effect to and immediately after giving effect to the Third Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (d) the Administrative Agent shall have received, on behalf of itself and each of the Incremental Term Lenders, on the Incremental Effective Date, a customary written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx Gotshal & Xxxxxxxx Xxxxxx LLP, special in its capacity as counsel for Holdingsthe Loan Parties, Intermediate Holdings dated as of the Third Amendment Effective Date and the Borrowers (the “U.S. Counsel”), in form and substance reasonably satisfactory addressed to the Administrative Agent and its counsel the 2023 Incremental Revolving Lenders; (e) all fees and expenses required to be paid by the Company on the Third Amendment Effective Date pursuant to that certain Engagement Letter, dated as of September 7, 2023, by and among the Company and the Lead Arranger (as defined therein), and the Fee Letter, dated as of September 7, 2023, by and between the Company and the Lead Arranger, shall have been paid or shall be paid substantially concurrently with the effectiveness of this Amendment; (f) (i) the Administrative Agent shall have received, for the account of each 2023 Incremental Revolving Lender, an upfront fee equal to (i) in the case of any 2023 Incremental Revolving Lender whose 2023 Incremental Revolving Commitments as of the Third Amendment Effective are less than $40,000,000 in the aggregate, 0.15% of the aggregate principal amount of 2023 Incremental Revolving Commitments of such 2023 Incremental Revolving Lender as of the Third Amendment Effective Date and (ii) local foreign counsel specified on Schedule 2 heretoin the case of any 2023 Incremental Revolving Lender whose 2023 Incremental Revolving Commitments as of the Third Amendment Effective are equal to or greater than $40,000,000 in the aggregate, in each case (a) dated 0.25% of the aggregate principal amount of 2023 Incremental Revolving Commitments of such 2023 Incremental Revolving Lender as of the Third Amendment Effective Date, (b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and its counsel and covering such other matters relating to the Loan Documents and this Agreement as the Administrative Agent shall reasonably request, and each of Holdings, Intermediate Holdings and each Borrower hereby instructs its counsel to deliver such opinions.; (cg) The the Administrative Agent shall have received in the case of each Domestic Loan Party each a certificate of the items referred to Company signed by a Responsible Officer thereof certifying that the conditions set forth in clauses (iSections 5(b) and 5(c) hereof have been satisfied; (iih) below:the Administrative Agent shall have received a Solvency Certificate executed by the chief financial officer of the Company dated as of the Third Amendment Effective Date and certifying as to the matters set forth therein after giving effect to this Amendment; (i) a certificate as all expenses of the Administrative Agent required to be paid by the Company pursuant to the good standing of each such Domestic Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organization; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Domestic Loan Party, or other person duly authorized by such Domestic Loan Party, dated as of the Incremental Effective Date and certifying: (A) that the certificate or articles of incorporation, the articles of association or the certificate of formation, as applicable, has not been amended, rescinded, revoked or otherwise modified since the date of the Existing Credit Agreement and are in full force and effect on shall have been paid to the Incremental extent an invoice has been received by the Company at least three (3) Business Days prior to the Third Amendment Effective Date; (Bj) that the by-laws Administrative Agent shall have received (i) such certificates of resolutions or limited liability company agreement other action, incumbency certificates and/or other certificates of such Domestic Responsible Officers of each Amendment Loan Party has not been amendedand each Domestic Subsidiary Guarantor (as defined in the Existing Credit Agreement) as the Administrative Agent may reasonably require evidencing the identity, rescinded or otherwise modified since authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the date of the Amended Credit Agreement and are (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Amendment Loan Party and each Domestic Subsidiary Guarantor is duly organized or formed, and that each Amendment Loan Party and each Domestic Subsidiary Guarantor is validly existing, in full force and effect on the Incremental Effective Dategood standing in such entity’s jurisdiction of incorporation, organization or formation; (Ci) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or sole member, as applicable, of such Domestic each Loan Party authorizing shall have provided the executiondocumentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, delivery and performance of including the Loan Documents USA PATRIOT Act, at least three (3) Business Days prior to which the Third Amendment Effective Date to the extent such person is a party, and that such resolutions have not information has been modified, rescinded or amended and are in full force and effect on requested at least ten (10) days prior to the Incremental Third Amendment Effective Date; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Domestic Loan Party; and (Eii) as At least five (5) days prior to the absence of any pending proceeding for the dissolution or liquidation of such Domestic Loan Party or, to the knowledge of such person, threatening the continued existence of such Domestic Loan Party. (d) On the Incremental Third Amendment Effective Date, any Borrower that qualified as a “legal entity customer” under 31 C.F.R. § 1010.230 shall have delivered, to each Lender that so requests to the extent requested at least ten (i10) days prior to the conditions set forth Third Amendment Effective Date, a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 in paragraphs relation to such Borrower (bthe “Beneficial Ownership Certifications”); (l) and [reserved]; and (cm) of Section 4.01 as of the Credit Agreement shall be satisfied, (ii) last day of the Senior Secured Leverage Ratio shall bemost recently ended Test Period, on a Pro Forma Basis after giving effect to the Tranche B-3 Term Loan incurrence of the 2023 Incremental Revolving Increase and all other appropriate pro forma adjustments (but (x) without netting any cash proceeds from such incurrence and (y) treating the 2023 Incremental Revolving Commitment as fully drawn), the Company would be in compliance with Section 7.11 of the Existing Credit Agreement and the Tranche B-3 Term Loans and the application of the proceeds therefrom as if made and applied on such date, not greater than 3.75 Company shall have delivered to 1.00, and (iii) the Administrative Agent shall have received a certificate of signed by a Responsible Officer of the Borrowers, dated as of the Incremental Effective Date, thereof certifying compliance with the conditions set forth in clauses that such condition has been satisfied (i) and (ii) of this paragraph (dincluding appropriate calculations). (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date pursuant to the fee arrangements previously mutually agreed between the Borrowers and lead arrangers. (f) Substantially concurrently with the funding of the Tranche B-3 Term Loans, the Tranche B-1A Term Loans and Tranche B-2A Term Loans (other than the Converted Loans (as defined below)) shall be repaid in full. (g) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.