Common use of Conditions to Effectiveness of Amendment No Clause in Contracts

Conditions to Effectiveness of Amendment No. 5. This Amendment shall become effective on the first date (the “Amendment No. 5 Effective Date”) on which the following conditions shall have been satisfied or waived: a. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) each Credit Party, (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Agent, (vi) the Successor Agent, (vii) each Revolving Credit Lender, the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Term Lender) and (ix) without duplication, Lenders constituting the Required Lenders. b. All fees previously agreed in writing among the Borrower and the Lead Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor Agent and the Successor Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP) payable by the Borrower for which invoices have been presented at least two Business Days prior to the Amendment No. 5 Effective Date, shall have been paid by the Borrower. c. The Successor Agent shall have received payment in immediately available funds from or on behalf of the Borrower in an amount sufficient to make the payments required to be made by the Borrower on the Amendment No. 5 Effective Date pursuant to Section 1(d) hereof. d. The Successor Agent shall have received a Notice of Borrowing for the Amendment No. 5 Initial Term Loans to be made on the Amendment No. 5 Effective Date, setting forth the information specified in Section 2.3 of the Credit Agreement, with such modifications thereto as shall be reasonably satisfactory to the Successor Agent. The Successor Agent shall have received a notice of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d) hereof. e. The Successor Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrower, and Sidley Austin LLP, special Illinois counsel to the Borrower, each dated the Amendment No. 5 Effective Date and addressed to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit Issuers and in form and substance reasonably satisfactory to the Successor Agent and including opinions as to the matters required to be covered thereby under Section 2.15(c) of the Credit Agreement. The Borrower hereby instructs its counsel to deliver such opinion to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit Issuers. f. The Successor Agent shall have received a certificate from the Borrower, dated the Amendment No. 5 Effective Date and executed by an Authorized Officer of the Borrower, which shall certify that, as of the Amendment No. 5 Effective Date, at the time of and after giving effect to the transactions contemplated hereby, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) all representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) contained in Section 8 of the Credit Agreement or in the other Credit Documents (including this Amendment) shall be true and correct in all material respects (except where 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 as of such earlier date, and except that the representations and warranties contained in Section 8.9(a) of the Credit Agreement shall be deemed to refer to the most recent annual and quarterly Section 9.1 Financials then delivered pursuant to the Credit Agreement; provided that the words “Closing Date” as set forth in Sections 8.8, 8.10, 8.15(a) and 8.17 of the Credit Agreement shall be deemed to refer to the Amendment No. 5 Effective Date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 5 Effective Date or on such earlier date, as the case may be (after giving effect to such qualification). g. The Successor Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Successor Agent, of the applicable governing body of each Person that is a Credit Party as of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment and (ii) in the case of the Borrower, the extensions of credit contemplated under this Amendment. h. The Successor Agent shall have received true and complete copies of (i) the Organizational Documents of each Person that is a Credit Party as of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents and (ii) such other documents and certifications, each dated as of, or where applicable as of a recent date prior to, the Amendment No. 5 Effective Date, as the Successor Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State of such Person’s organization or formation, as applicable, and other customary matters; provided that in the case of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing this Amendment and the other documents required to be provided to the Successor Agent on the Amendment No. 5 Effective Date as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each such officer included in the closing certificates provided on the Closing Date or the Amendment No. 4 Effective Date, as applicable, shall be deemed to satisfy this condition with respect to such matters. i. The Successor Agent shall have received a certificate from an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Successor Agent, demonstrating that after giving effect to the consummation of this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. j. The Successor Agent and the Lead Arranger shall have received at least three Business Days prior to the Amendment No. 5 Effective Date all documentation and other information concerning the Credit Parties, Holdings, Parent GPs and GP Entities that has been reasonably requested in writing at least three Business Days prior to the Amendment No. 5 Effective Date by the Successor Agent or the Lead Arranger (on behalf of itself and/or any Amendment No. 5 Initial Term Lender or Revolving Credit Lender) and that the Successor Agent or the Lead Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time). k. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of the Agency Transfer Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (iv) the Guarantors and GP Entities party thereto. l. The Successor Agent shall have received a counterpart to an Administrative Agent fee letter, dated the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment shall be applied solely to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial Term Loans, and there shall be no requirement that such prepayment be made pro rata to all Lenders holding 2025 Term Loans). n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.

Conditions to Effectiveness of Amendment No. 54. This Amendment shall become effective on the first date (the “Amendment No. 5 Restatement Effective Date”) on which when, and only when, the following conditions shall have been satisfied or waivedwaived by each applicable party: a. Each of the Predecessor Agent and the Successor (a) The Administrative Agent shall have received counterparts of this Amendment thatexecuted by a Responsible Officer of the Borrower, when taken together, bear the signatures of (i) each Credit Party, (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Agent, (vi) the Successor Agent, (vii) each Revolving Credit Lender, the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Term Lender) and (ix) without duplication, Lenders constituting the Required Lenders. b. All fees previously agreed in writing among the Borrower and the Lead Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor 2017 Revolving Credit Lenders listed on Schedule I-A hereto and each of the Term Loan Lenders listed on Schedule I-B hereto, or, as to any of the Lenders written evidence reasonably satisfactory to the Administrative Agent that such Lender has executed this Amendment. (b) The Agents shall have received evidence that all fees and expenses of the Successor Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP) payable by the Borrower Agents for which invoices have been presented at least two Business Days prior (including the reasonable fees and expenses of counsel to the Amendment No. 5 Effective DateAdministrative Agent) shall have been paid. (c) The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where any Loan Party is organized, and such search shall not reveal any liens on any of the assets of any Loan Party, except for Liens permitted by Section 7.3 of the Existing Credit Agreement as amended by this Amendment. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3 of the Existing Credit Agreement), shall have been paid by filed, registered or recorded or shall have been delivered to the BorrowerAdministrative Agent in proper form for filing, registration or recordation. c. (e) The Successor Administrative Agent shall have received payment in immediately available funds from or on behalf the executed legal opinion of the Borrower in an amount sufficient to make the payments required to be made by the Borrower on the Amendment No. 5 Effective Date pursuant to Section 1(d) hereof. d. The Successor Agent shall have received a Notice of Borrowing for the Amendment No. 5 Initial Term Loans to be made on the Amendment No. 5 Effective Date, setting forth the information specified in Section 2.3 of the Credit Agreement, with such modifications thereto as shall be reasonably satisfactory to the Successor Agent. The Successor Agent shall have received a notice of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d) hereof. e. The Successor Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx Xxxx LLP, counsel to the Borrower, and Sidley Austin LLP, special Illinois counsel substantially in the form delivered by Holme Xxxxxxx & Xxxx LLP on the Closing Date. Such legal opinion shall cover such other matters incident to the Borrower, each dated transactions contemplated by this Amendment as the Amendment No. 5 Effective Date Administrative Agent may reasonably require and shall be addressed to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender Administrative Agent and the Letter of Credit Issuers and in form and substance reasonably satisfactory to Lenders. (f) The Administrative Agent shall have received a solvency certificate from the Successor Agent and including opinions as to the matters required to be covered thereby under Section 2.15(c) chief executive officer or chief financial officer of the Credit Agreement. The Borrower hereby instructs its counsel to deliver such opinion to substantially in the Successor Agent, form delivered on the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit IssuersClosing Date. f. (g) The Successor Administrative Agent shall have received a certificate from of the Borrower, Borrower dated as of the Amendment No. 5 Restatement Effective Date and executed signed by an Authorized a Responsible Officer of the Borrower, which shall certify that, as certifying on behalf of the Amendment No. 5 Effective Date, at the time of and after giving effect to the transactions contemplated herebyBorrower that, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) all the representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) Borrower contained in Section 8 4 of the Restated Credit Agreement or and in the any other Credit Documents (including this Amendment) shall be Loan Document are true and correct in all material respects (as if made on and as of the Restatement Effective Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall be they were true and correct in all material respects as of such earlier date, and except ; provided that each reference to the representations and warranties contained in Section 8.9(a) of the “Credit Agreement Agreement” therein shall be deemed to refer be a reference to the most recent annual and quarterly Section 9.1 Financials then delivered pursuant to the Credit Agreement; provided that the words “Closing Date” as set forth in Sections 8.8, 8.10, 8.15(a) and 8.17 of the Restated Credit Agreement shall be deemed to refer to the Amendment No. 5 Effective Date); provided that any representation and warranty that (ii) no Default or Event of Default has occurred and is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 5 Effective Date or on such earlier date, as the case may be (after giving effect to such qualification)continuing. g. (h) The Successor Administrative Agent shall have received (i) a copy of the resolutionscertificate or articles of incorporation or organization, in form including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of such Loan Party’s organization, and substance reasonably satisfactory a certificate as to the Successor Agent, of the applicable governing body good standing (where relevant) of each Person that is a Credit Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 5 Restatement Effective Date and of Holdings, each Parent GP and each GP Entity certifying (A) that attached thereto is a party to any true and complete copy of the Credit Documents by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Restatement Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly authorized committee thereofadopted by the manager (or equivalent governing body) of such Loan Party authorizing (i) the execution, delivery and performance of this Amendment and (ii) the Restated Credit Agreement, and in the case of the Borrower, the extensions of credit contemplated under this Amendment. h. The Successor Agent shall have received true borrowings and complete copies of (i) the Organizational Documents of each Person that is a Credit Party as extension of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the 2017 Revolving Credit Documents and (ii) such other documents and certifications, each dated as of, or where applicable as of a recent date prior to, the Amendment No. 5 Effective Date, as the Successor Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State of such Person’s organization or formation, as applicable, and other customary matters; provided that in the case of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing Commitments under this Amendment and the other documents required to be provided to Restated Credit Agreement , and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Successor Agent certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the Amendment No. 5 Effective Date certificate of good standing furnished pursuant to clause (i) above, and (D) as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer included as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above. (i) Each Revolving Credit Lender shall have received, if requested at least two Business Days in advance of the closing certificates provided on the Closing Date or the Amendment No. 4 Restatement Effective Date, as applicable, shall be deemed a Revolving Credit Note payable to satisfy this condition with respect the order of such Revolving Credit Lender duly executed by the Borrower in substantially the form of Exhibit F-2 or Exhibit F-3 to such mattersthe Existing Credit Agreement. i. (j) Each Term Loan Lender (as defined in the Restated Credit Agreement) shall have received, if requested at least two Business Days in advance of the Restatement Effective Date, a Term Note payable to the order of such Term Loan Lender (as defined in the Restated Credit Agreement) duly executed by the Borrower in substantially the form of Exhibit F-1 to the Existing Credit Agreement. (k) The Successor Borrower shall have delivered a Borrowing Notice to the Administrative Agent in accordance with Section 2.2 of the Restated Credit Agreement. (l) The Facilities (as defined in the Restated Credit Agreement) shall have received a certificate ratings from an Authorized Officer each of Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services. (m) The Lenders shall have received, sufficiently in advance of the BorrowerRestatement Effective Date, in form and substance reasonably satisfactory to the Successor Agent, demonstrating that after giving effect to the consummation of this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. j. The Successor Agent and the Lead Arranger shall have received at least three Business Days prior to the Amendment No. 5 Effective Date all documentation and other information concerning the Credit Parties, Holdings, Parent GPs and GP Entities that has been reasonably requested in writing at least three Business Days prior to the Amendment No. 5 Effective Date by the Successor Agent or the Lead Arranger (on behalf of itself and/or any Amendment No. 5 Initial Term Lender or Revolving Credit Lender) and that the Successor Agent or the Lead Arranger reasonably determine is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the United States PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time)Act. k. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of the Agency Transfer Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (iv) the Guarantors and GP Entities party thereto. l. The Successor Agent shall have received a counterpart to an Administrative Agent fee letter, dated the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment shall be applied solely to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial Term Loans, and there shall be no requirement that such prepayment be made pro rata to all Lenders holding 2025 Term Loans). n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.

Conditions to Effectiveness of Amendment No. 53. This Amendment Amendment, including the amendments set forth in Sections 2 and 3, shall become effective and the provisions set forth in Section 1 shall become operative on the first date (the “Amendment No. 5 3 Effective Date”) on which when, and only when, the following conditions shall have been satisfied or waivedwaived by each applicable party: a. Each of the Predecessor Agent and the Successor (a) The Administrative Agent shall have received counterparts of this Amendment thatexecuted by a Responsible Officer of the Borrower, when taken together, bear each of the signatures of (i) each Credit Party, (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Agent, (vi) the Successor Agent, (vii) each 2017 Revolving Credit Lender, Lenders listed on Schedule 1 hereto and the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Term Lender) and (ix) without duplication, requisite Lenders constituting Required Lenders or, as to any of the Required Lenders. b. All fees previously agreed in writing among , written evidence reasonably satisfactory to the Borrower and the Lead Arranger in respect Administrative Agent that such Lender has executed this Amendment. For purposes of this Amendment, any Lender that has consented to this Amendment by submitting to the Administrative Agent a signature page to this Amendment at or prior to the Consent Deadline shall be deemed a “Consenting Lender”. (b) The Agents shall have received evidence that all fees and all reasonable out-of-pocket expenses of each of the Predecessor Agent and the Successor Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP) payable by the Borrower Agents for which invoices have been presented (including the reasonable fees and expenses of counsel to the Administrative Agent) shall have been paid. (c) The Borrower shall have paid to the Administrative Agent, for the account of each Lender (other than any Defaulting Lender) that has executed a counterpart to this Amendment and returned its executed signature page to this Amendment to the Administrative Agent at least two Business Days or prior to 5:00 p.m., New York City time on April 23, 2012 (the “Consent Deadline”) consenting to the amendments and other terms set forth herein, (A) an amendment fee (the “Amendment Fee”) in an amount equal to 0.10% of the sum of the aggregate principal amount of the Term Loans or Revolving Credit Commitments, as applicable, of such Lender, if any, outstanding or in effect, as applicable, as of the Amendment No. 5 3 Effective Date, shall have been paid by the Borrower. c. The Successor Agent shall have received payment in immediately available funds from or on behalf Date (without giving effect to any prepayments of the Borrower in an amount sufficient to make the payments required to be made by the Borrower Term Loans on the Amendment No. 5 3 Effective Date pursuant to Section 1(dclause (k) hereofbelow) and (B) an extension fee (the “Revolver Extension Fee”) in an amount equal to 0.50% of the sum of the aggregate amount of the 2017 Revolving Credit Commitment of such Lender, if any (it being understood that the Borrower shall have no liability to pay any of the Amendment Fee or the Revolver Extension Fee if the Amendment No. 3 Effective Date does not occur). d. (d) The Successor Administrative Agent shall have received the results of a Notice recent lien search in each of Borrowing the jurisdictions where any Loan Party is organized, and such search shall not reveal any liens on any of the assets of any Loan Party, except for Liens permitted by Section 7.3 of the Credit Agreement as amended by this Amendment. (e) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the Amendment No. 5 Initial Term Loans to be made benefit of the Secured Parties, a perfected Lien on the Amendment No. 5 Effective DateCollateral described therein, setting forth the information specified prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 2.3 7.3 of the Credit Agreement), with such modifications thereto as shall be reasonably satisfactory have been filed, registered or recorded or shall have been delivered to the Successor Agent. Administrative Agent in proper form for filing, registration or recordation. (f) The Successor Administrative Agent shall have received a notice the executed legal opinion of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d) hereof. e. The Successor Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx Xxxx LLP, counsel to the Borrower, and Sidley Austin LLP, special Illinois counsel substantially in the form delivered by Holme Xxxxxxx & Xxxx LLP on the Closing Date. Such legal opinion shall cover such other matters incident to the Borrower, each dated transactions contemplated by this Amendment as the Amendment No. 5 Effective Date Administrative Agent may reasonably require and shall be addressed to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender Administrative Agent and the Letter of Credit Issuers and in form and substance reasonably satisfactory to Lenders. (g) The Administrative Agent shall have received a solvency certificate from the Successor Agent and including opinions as to the matters required to be covered thereby under Section 2.15(c) chief financial officer of the Credit Agreement. The Borrower hereby instructs its counsel to deliver such opinion to substantially in the Successor Agent, form delivered on the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit IssuersClosing Date. f. (h) The Successor Administrative Agent shall have received a certificate from the Borrower, dated the Amendment No. 5 Effective Date and executed by an Authorized Officer of the Borrower, which shall certify that, Borrower dated as of the Amendment No. 5 3 Effective DateDate signed by a Responsible Officer of the Borrower, at certifying on behalf of the time of and after giving effect to the transactions contemplated herebyBorrower that, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) all the representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) Borrower contained in Section 8 4 of the Credit Agreement or and in the any other Credit Documents (including this Amendment) shall be Loan Document are true and correct in all material respects (as if made on and as of the Amendment No. 3 Effective Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall be they were true and correct in all material respects as of such earlier date, and except ; provided that the representations and warranties contained in Section 8.9(a) of each reference to the Credit Agreement therein shall be deemed to refer to the most recent annual and quarterly Section 9.1 Financials then delivered pursuant be a reference to the Credit Agreement; provided that the words “Closing Date” as set forth in Sections 8.8Agreement after giving effect to this Amendment and (ii) after giving effect to this Amendment, 8.10, 8.15(ano Default or Event of Default has occurred and is continuing. (i) and 8.17 The Administrative Agent shall have received (i) a copy of the Credit Agreement shall be deemed certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of such Loan Party’s organization, and a certificate as to refer to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 5 3 Effective Date); provided Date certifying (A) that any representation and warranty that attached thereto is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be a true and correct complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in all respects effect on the Amendment No. 5 3 Effective Date or on such earlier dateDate, as the case may be (after giving effect to such qualification). g. The Successor Agent shall have received B) that attached thereto is a true and complete copy of resolutions duly adopted by the resolutions, in form and substance reasonably satisfactory to the Successor Agent, of the applicable governing body of each Person that is a Credit Party as of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents manager (or a duly authorized committee thereofequivalent governing body) of such Loan Party authorizing (i) the execution, delivery and performance of this Amendment and (ii) the Loan Documents to which such Person is a party and, in the case of the Borrower, the extensions borrowings under the Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of credit contemplated under this Amendment. h. The Successor Agent shall incorporation or organization of such Loan Party have received true and complete copies not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) the Organizational Documents of each Person that is a Credit Party as of the Amendment No. 5 Effective Date and of Holdingsabove, each Parent GP and each GP Entity that is a party to any of the Credit Documents and (iiD) such other documents and certifications, each dated as of, or where applicable as of a recent date prior to, the Amendment No. 5 Effective Date, as the Successor Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State of such Person’s organization or formation, as applicable, and other customary matters; provided that in the case of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing this Amendment and the other documents required to be provided to the Successor Agent on the Amendment No. 5 Effective Date as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer included as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above. (j) Each Revolving Credit Lender shall have received, if requested at least two Business Days in the closing certificates provided on the Closing Date or advance of the Amendment No. 4 3 Effective Date, a Revolving Credit Note payable to the order of such Revolving Credit Lender duly executed by the Borrower in substantially the form of Exhibit F-2 or Exhibit F-3 to the Credit Agreement, as applicable, shall be deemed to satisfy in each case as modified by this condition with respect to such mattersAmendment. i. (k) The Successor Agent Borrower shall have received a certificate proceeds from an Authorized Officer the issuance of the Borrower, $400,000,000 in form and substance reasonably satisfactory to the Successor Agent, demonstrating that after giving effect to the consummation aggregate principal amount of this Amendment, the Borrower and its Subsidiaries, first lien senior secured notes due in 2022 on a consolidated basis, are Solvent. j. The Successor Agent and the Lead Arranger shall have received at least three Business Days or prior to the Amendment No. 5 3 Effective Date all documentation (the “Senior Secured Notes”), and other information concerning the Credit Parties, Holdings, Parent GPs and GP Entities that has been reasonably requested in writing at least three Business Days prior to the Amendment No. 5 Effective Date by the Successor Agent or the Lead Arranger (on behalf of itself and/or any Amendment No. 5 Initial Term Lender or Revolving Credit Lender) and that the Successor Agent or the Lead Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time). k. Each a portion of the Predecessor Agent and the Successor Agent shall have received counterparts proceeds of the Agency Transfer Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (iv) the Guarantors and GP Entities party thereto. l. The Successor Agent shall have received a counterpart to an Administrative Agent fee letter, dated the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment such Senior Secured Notes shall be applied solely used to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial prepay the Term Loans, and there shall be no requirement that such prepayment be made on a pro rata to all Lenders holding 2025 Term Loans)basis, in an aggregate principal amount of not less than $315,000,000. n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.

Conditions to Effectiveness of Amendment No. 5. (a) This Amendment No. 12 (other than the provisions of Sections 1(b), 1(c), 1(d), 1(e) and 1(h)) shall become effective on as of the first date (the “Initial Amendment No. 5 12 Effective Date”) on which when Holdings, the following Borrower, the Guarantors, the Administrative Agent and the 2015 Term B-2 Lenders constituting the Required Lenders under the Credit Agreement shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or electronic transmission) the same to the Administrative Agent (or its counsel). (b) Sections 1(b), 1(c), 1(d), 1(e) and 1(h) of this Amendment No. 12 shall become effective as of the first date (the “Subsequent Amendment No. 12 Effective Date”) when each of the conditions set forth in this Section 2(b) shall have been satisfied or waived: a. Each (which in the case of the Predecessor Agent and the Successor Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) each Credit Party, clauses (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Agent, (vi) the Successor Agent, (vii) each Revolving Credit Lender, the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Term Lender) and (ix) without duplicationbelow, Lenders constituting may be substantially concurrent with the Required Lenders.satisfaction of the other conditions specified below): b. All fees previously agreed in writing among (i) the Initial Amendment No. 12 Effective Date shall have occurred; (ii) the Borrower shall have paid, by wire transfer of immediately available funds, (i) all fees and the Lead Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor Agent and the Successor Agent (including the reasonable fees, disbursements fees and other charges expenses of Cravath, Swaine White & Xxxxx Case LLP) payable to the extent invoiced at least three days prior to the Subsequent Amendment No. 12 Effective Date, incurred by the Borrower for which invoices Administrative Agent in connection with the preparation, negotiation and execution of this Amendment No. 12 and required to be paid in connection with this Amendment No. 12 pursuant to Section 10.04 of the Credit Agreement and (ii) any fees as have been presented at least two Business Days prior to separately agreed between the Borrower and DBNY; (iii) the Amendment No. 5 Effective Date12 Lead Arrangers and each 2015 Term B-2 Lender (determined after giving effect to the replacement of Amendment No. 12 Non-Consenting Lenders as contemplated by clause (ix) below and Section 5(d) hereof), shall have been paid by signed a counterpart hereof (whether the Borrower. c. The Successor Agent same or different counterparts) and shall have received payment in immediately available funds from delivered (including by way of facsimile or on behalf of electronic transmission) the Borrower in an amount sufficient same to make the payments required to be made by Administrative Agent (or its counsel); (iv) the Borrower on the Amendment No. 5 Effective Date pursuant to Section 1(d) hereof. d. The Successor Administrative Agent shall have received a Notice certificate of Borrowing for a Responsible Officer of the Borrower, certifying that the conditions precedent set forth in Section 4.01 of the Credit Agreement shall have been satisfied (or waived) on and as of the Subsequent Amendment No. 12 Effective Date; (v) the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of such Loan Party’s organization, or a representation from such Loan Party that the certificate or articles of incorporation or organization of such Loan Party has not been modified, rescinded or amended since the Amendment No. 5 Initial Term Loans 10 Effective Date, and a certificate as to be made the good standing of each Loan Party as of a recent date, from such Secretary of State, and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Subsequent Amendment No. 12 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Subsequent Amendment No. 12 Effective Date or that the by-laws or operating (or limited liability company) agreement of such Loan Party have not been modified, rescinded or amended since the Amendment No. 5 10 Effective Date, setting forth (B) that attached thereto is a true and complete copy of resolutions duly adopted by the information specified board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of Amendment No. 12 and, if applicable, the Guarantor Consent and Reaffirmation, in Section 2.3 each case, to which such Person is a party and, in the case of the Credit AgreementBorrower, with the borrowings hereunder, and that such modifications resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as shall be reasonably satisfactory to the Successor Agentincumbency and specimen signature of each officer executing Amendment No. The Successor 12 on behalf of such Loan Party and 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; (vi) the Administrative Agent shall have received a notice of prepayment with respect to prepayment certificate, dated the Subsequent Amendment No. 12 Effective Date and signed by a financial officer of the 2025 Term Loans Borrower, certifying that shall not be converted Holdings and its Restricted Subsidiaries and the Borrower and its Restricted Subsidiaries, in each case on a consolidated basis after giving effect to Amendment No. 5 Initial Term Loans 12 on the Subsequent Amendment No. 12 Effective Date, are Solvent as contemplated by Section 1(dof the Subsequent Amendment No. 12 Effective Date; (vii) hereof. e. The Successor the Administrative Agent shall have received favorable written opinions a Guarantor Consent and Reaffirmation, substantially in the form attached hereto as Annex A, duly executed and delivered by each Guarantor (the terms of which are hereby incorporated by reference herein); (viii) the Administrative Agent shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Borrower, and Sidley Austin LLP, special Illinois counsel an opinion addressed to the BorrowerAdministrative Agent, each the Collateral Agent and the 2015 Term B-2 Lenders and dated the Subsequent Amendment No. 5 12 Effective Date and addressed to the Successor AgentDate, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit Issuers and which opinions shall be in form and substance reasonably satisfactory to the Successor Agent Administrative Agent; (ix) the 2015 Term B-2 Loans held by each 2015 Term B-2 Lender that is a Non-Consenting Lender with respect to this Amendment No. 12 (each, an “Amendment No. 12 Non-Consenting Lender”) shall have been assigned to an assignee Lender in accordance with Sections 3.07 and including opinions as to the matters required to be covered thereby under Section 2.15(c10.07(b) of the Credit Agreement. The Borrower hereby instructs its counsel to deliver such opinion to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit Issuers. f. The Successor Agent shall have received a certificate from the Borrower, dated the Amendment No. 5 Effective Date and executed by an Authorized Officer of the Borrower, which shall certify that, as of the Amendment No. 5 Effective Date, at the time of and after giving effect to the transactions contemplated hereby, (iy) no Default or Event of Default shall have occurred any fees, costs and be continuing, any other expenses in connection with such assignment arising under Sections 3.05(a) and (ii) all representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) contained in Section 8 of the Credit Agreement or in the other Credit Documents (including this Amendment) shall be true and correct in all material respects (except where 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 as of such earlier date, and except that the representations and warranties contained in Section 8.9(a) 10.07 of the Credit Agreement shall be deemed have been paid in full or, in the case of transfer fees payable in connection with an assignment, waived by the Administrative Agent, and (z) all accrued and unpaid interest on all 2015 Term B-2 Loans of each Amendment No. 12 Non-Consenting Lender shall have been paid in full by the assignee Lender to refer to the most recent annual and quarterly such Amendment No. 12 Non-Consenting Lender in accordance with Section 9.1 Financials then delivered pursuant to 3.07(a) of the Credit Agreement; provided that the words “Closing Date” as set forth in Sections 8.8, 8.10, 8.15(a) and 8.17 of the Credit Agreement shall be deemed to refer to the Amendment No. 5 Effective Date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 5 Effective Date or on such earlier date, as the case may be and (after giving effect to such qualification). g. The Successor Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Successor Agent, of the applicable governing body of each Person that is a Credit Party as of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents (or a duly authorized committee thereof) authorizing (ix) the execution, delivery and performance of this Amendment and (ii) in the case of the Borrower, the extensions of credit contemplated under this Amendment. h. The Successor Administrative Agent shall have received true and complete copies of (i) the Organizational Documents of each Person that is a Credit Party as of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents and (ii) such other documents and certifications, each dated as of, or where applicable as of a recent date prior to, the Amendment No. 5 Effective Date, as the Successor Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State of such Person’s organization or formation, as applicable, and other customary matters; provided that in the case of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing this Amendment and the other documents required to be provided to the Successor Agent on the Amendment No. 5 Effective Date as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each such officer included in the closing certificates provided on the Closing Date or the Amendment No. 4 Effective Date, as applicable, shall be deemed to satisfy this condition with respect to such matters. i. The Successor Agent shall have received a certificate from an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Successor Agent, demonstrating that after giving effect to the consummation of this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. j. The Successor Agent and the Lead Arranger shall have received at least three (3) Business Days prior to the Subsequent Amendment No. 5 12 Effective Date all documentation and other information concerning about the Credit Parties, Holdings, Parent GPs Borrower and GP Entities that has been each Guarantor reasonably requested in writing by it at least three eight (8) Business Days prior to the Subsequent Amendment No. 5 12 Effective Date by the Successor Agent or the Lead Arranger (on behalf of itself and/or any Amendment No. 5 Initial Term Lender or Revolving Credit Lender) and that the Successor Agent or the Lead Arranger reasonably determine is required by United States regulatory authorities under in order to comply with applicable “know your customer” and anti-anti- money laundering rules and regulations, including the PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time)USA Patriot Act. k. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of the Agency Transfer Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (iv) the Guarantors and GP Entities party thereto. l. The Successor Agent shall have received a counterpart to an Administrative Agent fee letter, dated the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment shall be applied solely to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial Term Loans, and there shall be no requirement that such prepayment be made pro rata to all Lenders holding 2025 Term Loans). n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.

Conditions to Effectiveness of Amendment No. 5. This Amendment shall become effective on the first date (the “Amendment No. 5 Effective Date”) on which when, and only when, the following conditions shall have been satisfied or waivedwaived by each applicable party: a. Each of the Predecessor Agent and the Successor (a) The Administrative Agent shall have received counterparts of this Amendment thatexecuted by a Responsible Officer of the Borrower, when taken together, bear the signatures of (i) each Credit Party, (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Agent, (vi) the Successor Agent, (vii) each Revolving Credit Lender, the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Term Lender) and (ix) without duplication, Lenders constituting the Required Lenders. b. All fees previously agreed in writing among the Borrower and the Lead Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor 2017 Revolving Credit Lenders, the Required Lenders and each New Term Loan Lender, or, as to any of the Lenders written evidence reasonably satisfactory to the Administrative Agent that such Lender has executed this Amendment. (b) The Agents shall have received evidence that all fees and the Successor Agent expenses (including those set forth in Section 6 hereof) of the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP) payable by the Borrower Agents for which invoices have been presented at least two Business Days prior (including the reasonable fees and expenses of counsel to the Amendment No. 5 Effective DateAdministrative Agent) shall have been paid. (c) The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where any Loan Party is organized, and such search shall not reveal any liens on any of the assets of any Loan Party, except for Liens permitted by Section 7.3 of the Credit Agreement as amended by this Amendment. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3 of the Credit Agreement), shall have been paid by filed, registered or recorded or shall have been delivered to the BorrowerAdministrative Agent in proper form for filing, registration or recordation. c. (e) The Successor Administrative Agent shall have received payment the executed legal opinion of Xxxxx Xxxx LLP, counsel to the Borrower, substantially in immediately available funds the form delivered by Xxxxx Xxxx LLP in connection with Amendment No. 4. Such legal opinion shall cover such other matters incident to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require and shall be addressed to the Administrative Agent and the Lenders. (f) The Administrative Agent shall have received a solvency certificate from the chief executive officer or on behalf chief financial officer of the Borrower substantially in an amount sufficient to make the payments required to be made by form delivered on the Closing Date. (g) The Administrative Agent shall have received a certificate of the Borrower on dated as of the Amendment No. 5 Effective Date pursuant to Section 1(d) hereof. d. The Successor Agent shall have received signed by a Notice of Borrowing for the Amendment No. 5 Initial Term Loans to be made on the Amendment No. 5 Effective Date, setting forth the information specified in Section 2.3 of the Credit Agreement, with such modifications thereto as shall be reasonably satisfactory to the Successor Agent. The Successor Agent shall have received a notice of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d) hereof. e. The Successor Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrower, and Sidley Austin LLP, special Illinois counsel to the Borrower, each dated the Amendment No. 5 Effective Date and addressed to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit Issuers and in form and substance reasonably satisfactory to the Successor Agent and including opinions as to the matters required to be covered thereby under Section 2.15(c) of the Credit Agreement. The Borrower hereby instructs its counsel to deliver such opinion to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit Issuers. f. The Successor Agent shall have received a certificate from the Borrower, dated the Amendment No. 5 Effective Date and executed by an Authorized Responsible Officer of the Borrower, which shall certify certifying on behalf of the Borrower that, (i) the representations and warranties of the Borrower contained in Section 4 of the Amended Credit Agreement and in any other Loan Document are true and correct in all material respects as if made on and as of the Amendment No. 5 Effective Date, at the time of and after giving effect except to the transactions contemplated hereby, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) all representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity extent that is a party to any of the Credit Documents) contained in Section 8 of the Credit Agreement or in the other Credit Documents (including this Amendment) shall be true and correct in all material respects (except where such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall be they were true and correct in all material respects as of such earlier date, and except ; provided that each reference to the representations and warranties contained in Section 8.9(a) of the “Credit Agreement Agreement” therein shall be deemed to refer to the most recent annual and quarterly Section 9.1 Financials then delivered pursuant be a reference to the Credit Agreement; provided that the words “Closing Date” Agreement as set forth in Sections 8.8, 8.10, 8.15(aamended pursuant to this Amendment and (ii) no Default or Event of Default has occurred and 8.17 is continuing. (h) The Administrative Agent shall have received (i) a copy of the Credit Agreement shall be deemed certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of such Loan Party’s organization or a certification that such certificate or articles of incorporation or organization have not changed since their delivery to refer the Administrative Agent in connection with Amendment No. 4, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 5 Effective Date); provided Date certifying (A) that any representation and warranty that attached thereto is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be a true and correct complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in all respects effect on the Amendment No. 5 Effective Date or on a certification that such earlier date, as the case may be by-laws or operating (after giving effect to such qualification). g. The Successor Agent shall or limited liability company) agreement have received a copy of the resolutions, in form and substance reasonably satisfactory not changed since their delivery to the Successor Agent, of the applicable governing body of each Person that is a Credit Party as of the Administrative Agent in connection with Amendment No. 5 Effective Date and of Holdings4, each Parent GP and each GP Entity (B) that attached thereto is a party to any true and complete copy of resolutions duly adopted by the Credit Documents manager (or a duly authorized committee thereofequivalent governing body) of such Loan Party authorizing (i) the execution, delivery and performance of this Amendment Amendment, and (ii) in the case of the Borrower, the extensions of credit contemplated borrowings under this Amendment. h. The Successor Agent shall , and that such resolutions have received true not been modified, rescinded or amended and complete copies are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the Organizational Documents incumbency and specimen signature of each Person that is a Credit officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party Responsible Officer executing the certificate pursuant to any of the Credit Documents and clause (ii) such other documents and certificationsabove. (i) Each New Term Loan Lender shall have received, each dated as of, or where applicable as if requested at least two Business Days in advance of a recent date prior to, the Amendment No. 5 Effective Date, as a Term Note payable to the Successor Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State order of such Person’s organization or formation, as applicable, and other customary matters; provided that New Term Loan Lender duly executed by the Borrower in substantially the case form of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing this Amendment and the other documents required to be provided Exhibit F-1 to the Successor Credit Agreement. (j) The Borrower shall have delivered a Borrowing Notice to the Administrative Agent on in accordance with Section 1(c) of this Amendment. (k) The Lenders (including the New Term Loan Lenders) shall have received, sufficiently in advance of the Amendment No. 5 Effective Date as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each such officer included in the closing certificates provided on the Closing Date or the Amendment No. 4 Effective Date, as applicable, shall be deemed to satisfy this condition with respect to such matters. i. The Successor Agent shall have received a certificate from an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Successor Agent, demonstrating that after giving effect to the consummation of this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. j. The Successor Agent and the Lead Arranger shall have received at least three Business Days prior to the Amendment No. 5 Effective Date all documentation and other information concerning the Credit Parties, Holdings, Parent GPs and GP Entities that has been reasonably requested in writing at least three Business Days prior to the Amendment No. 5 Effective Date by the Successor Agent or the Lead Arranger (on behalf of itself and/or any Amendment No. 5 Initial Term Lender or Revolving Credit Lender) and that the Successor Agent or the Lead Arranger reasonably determine is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the United States PATRIOT Act Act. (l) The Borrower shall have paid (or shall pay concurrently with the effectiveness hereof) in full the principal amount of all Existing Term Loans (other than Exchanged Term Loans). The Borrower shall have paid (or shall pay concurrently with the effectiveness hereof) (a) all accrued and unpaid interest and premiums on the Customer Due Diligence Requirements for Financial Institutions issued by aggregate principal amount of the U.S. Department of Treasury Financial Crimes Enforcement Network Existing Term Loans and all other amounts then due and payable under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time). k. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of the Agency Transfer Credit Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (ivb) to all Term Lenders other than the Guarantors New Term Loan Lenders all indemnities, cost reimbursements and GP Entities party thereto. l. The Successor Agent shall have received a counterpart other Obligations (other than expenses under Section 2.21 to an Administrative Agent fee letterthe extent waived by such Lender hereunder), dated if any, in each case that are then due and owing to such Term Lenders under the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with Loan Documents (prior to the effectiveness of this Amendment, ) and with respect to which the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything has been invoiced at least one Business Day prior to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment shall be applied solely to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial Term Loans, and there shall be no requirement that such prepayment be made pro rata to all Lenders holding 2025 Term Loans). n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.5

Conditions to Effectiveness of Amendment No. 514. This Amendment Section 1 hereof shall become effective immediately on the first date (the “Amendment No. 5 14 Effective Date”) on which upon the satisfaction (or waiver) of the following conditions shall have been satisfied or waivedconditions: a. Each of (a) the Predecessor Administrative Agent and the Successor Agent (or its counsel) shall have received counterparts from the Required Lenders and the Loan Parties, a counterpart of this Amendment that, when taken together, bear No. 14 (whether the signatures same or different counterparts) executed on behalf of each such Person (i) each Credit Party, which may be transmitted by facsimile or electronic transmission); (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (vb) the Predecessor AgentBorrower shall have paid, (vi) the Successor Agentby wire transfer of immediately available funds, (vii) each Revolving Credit Lender, the Swingline Lender all fees and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Term Lender) and (ix) without duplication, Lenders constituting the Required Lenders. b. All fees previously agreed in writing among the Borrower and the Lead Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor Agent and the Successor Agent (including the reasonable fees, disbursements fees and other charges expenses of Cravath, Swaine White & Xxxxx Case LLP) payable by to the Borrower for which invoices have been presented extent invoiced at least two Business Days three days prior to the Amendment No. 5 14 Effective Date, incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment No. 14 and required to be paid in connection with this Amendment No. 14 pursuant to Section 10.04 of the Credit Agreement and any fee letter between the Borrower and any Amendment No. 14 Lead Arranger, in its capacity as such in respect of Amendment No. 14; (c) the Borrower shall have been paid to the Administrative Agent for the account of each Lender party hereto, by the Borrower. c. The Successor Agent shall have received payment wire transfer in immediately available funds from or on behalf funds, a consent fee in the amount of 0.10% of each Lender’s pro rata share of the Borrower in an amount sufficient to make the payments required to be made by the Borrower Revolving Credit Commitments, Term A-2 Loans and Term B-3 Loans, respectively on the Amendment No. 5 Effective Date pursuant to Section 1(d) hereof. d. The Successor Agent shall have received a Notice of Borrowing for the Amendment No. 5 Initial Term Loans to be made on the Amendment No. 5 14 Effective Date, setting forth ; and (d) the information specified in Section 2.3 of the Credit Agreement, with such modifications thereto as shall be reasonably satisfactory to the Successor Agent. The Successor Agent shall have received a notice of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d) hereof. e. The Successor Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrower, and Sidley Austin LLP, special Illinois counsel to the Borrower, each dated the Amendment No. 5 Effective Date and addressed to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit Issuers and in form and substance reasonably satisfactory to the Successor Agent and including opinions as to the matters required to be covered thereby under Section 2.15(c) of the Credit Agreement. The Borrower hereby instructs its counsel to deliver such opinion to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender and the Letter of Credit Issuers. f. The Successor Administrative Agent shall have received a certificate from the Borrower, dated the Amendment No. 5 Effective Date and executed by an Authorized of a Responsible Officer of the Borrower, which shall certify that, as of the Amendment No. 5 Effective Date, at the time of and after giving effect to the transactions contemplated hereby, Borrower certifying that (i) no Default or Event of Default shall have occurred and be continuing, exists as of the Amendment No. 14 Effective Date and (ii) all each of the representations and warranties made by any Credit Party (and of Holdings, each Parent GP the Borrower and each GP Entity that is a party to any of the Credit Documents) other Loan Party contained in Section 8 Article V of the Credit Agreement or in the any other Credit Documents (including Loan Document immediately before and after giving effect to each and all parts of this Amendment) shall be Amendment No. 14 is true and correct in all material respects on and as of the date hereof; provided that, (except where x) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall be they are true and correct in all material respects as of such earlier date, date and except that the representations and warranties contained in Section 8.9(a(y) of the Credit Agreement shall be deemed to refer to the most recent annual and quarterly Section 9.1 Financials then delivered pursuant to the Credit Agreement; provided that the words “Closing Date” as set forth in Sections 8.8, 8.10, 8.15(a) and 8.17 of the Credit Agreement shall be deemed to refer to the Amendment No. 5 Effective Date); provided that any representation and or warranty that is qualified AMERICAS 94493437 (2K) as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 5 Effective Date or on such earlier date, as the case may be (after giving effect to such qualification). g. The Successor Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Successor Agent, of the applicable governing body of each Person that is a Credit Party as of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment and (ii) in the case of the Borrower, the extensions of credit contemplated under this Amendmentsuch date. h. The Successor Agent shall have received true and complete copies of (i) the Organizational Documents of each Person that is a Credit Party as of the Amendment No. 5 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents and (ii) such other documents and certifications, each dated as of, or where applicable as of a recent date prior to, the Amendment No. 5 Effective Date, as the Successor Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State of such Person’s organization or formation, as applicable, and other customary matters; provided that in the case of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing this Amendment and the other documents required to be provided to the Successor Agent on the Amendment No. 5 Effective Date as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each such officer included in the closing certificates provided on the Closing Date or the Amendment No. 4 Effective Date, as applicable, shall be deemed to satisfy this condition with respect to such matters. i. The Successor Agent shall have received a certificate from an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Successor Agent, demonstrating that after giving effect to the consummation of this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. j. The Successor Agent and the Lead Arranger shall have received at least three Business Days prior to the Amendment No. 5 Effective Date all documentation and other information concerning the Credit Parties, Holdings, Parent GPs and GP Entities that has been reasonably requested in writing at least three Business Days prior to the Amendment No. 5 Effective Date by the Successor Agent or the Lead Arranger (on behalf of itself and/or any Amendment No. 5 Initial Term Lender or Revolving Credit Lender) and that the Successor Agent or the Lead Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time). k. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of the Agency Transfer Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (iv) the Guarantors and GP Entities party thereto. l. The Successor Agent shall have received a counterpart to an Administrative Agent fee letter, dated the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment shall be applied solely to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial Term Loans, and there shall be no requirement that such prepayment be made pro rata to all Lenders holding 2025 Term Loans). n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.

Conditions to Effectiveness of Amendment No. 53. This Amendment shall become effective on the first date (the “Amendment No. 5 3 Effective Date”) on which the following conditions shall have been satisfied or waived: a. Each of the Predecessor Agent and the Successor (a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) each Credit Party, (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Agent, Administrative Agent and (vi) the Successor Agent, (vii) each Revolving Credit Lender, the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Incremental 2023 Term Lender) and (ix) without duplication, Lenders constituting the Required Lenders. b. All (b) The Administrative Agent shall have received evidence that all fees previously agreed in writing among the Borrower and the Lead each Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor Agent and the Successor Administrative Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP) payable by the Borrower for which invoices have been presented at least two one Business Days Day prior to the Amendment No. 5 3 Effective Date, shall have been paid by the Borrower. c. (c) The Successor Agent shall have received payment in immediately available funds from or on behalf of the Borrower in an amount sufficient to make the payments required to be made by the Borrower on the Amendment No. 5 Effective Date pursuant to Section 1(d) hereof. d. The Successor Administrative Agent shall have received a Notice of Borrowing for the Amendment No. 5 Initial Incremental 2023 Term Loans to be made on the Amendment No. 5 3 Effective Date, setting forth the information specified in Section 2.3 of the Credit Agreement, with such modifications thereto as shall be reasonably satisfactory to the Successor Administrative Agent. The Successor Agent shall have received a notice of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d) hereof. e. (d) The Successor Administrative Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to Holdings, the Borrower, Holdings, the Parent GPs and the Borrower’s Subsidiaries, and Sidley Austin LLP, special Illinois counsel to Holdings and the Borrower, each dated the Amendment No. 5 3 Effective Date and addressed to the Successor Agenteach Arranger, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender Administrative Agent and the Letter of Credit Issuers Incremental 2023 Term Lender and in form and substance reasonably satisfactory to the Successor Agent and including opinions as to the matters required to be covered thereby under Section 2.15(c) of the Credit AgreementAdministrative Agent. The Borrower hereby instructs its counsel to deliver such opinion to the Successor Agenteach Arranger, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender Administrative Agent and the Letter of Credit IssuersIncremental 2023 Term Lender. f. (e) The Successor Administrative Agent shall have received a certificate from the Borrower, dated the Amendment No. 5 3 Effective Date and executed by an Authorized Officer of the Borrower, which shall certify that, as of the Amendment No. 5 3 Effective Date, at the time of and after giving effect to the transactions contemplated hereby, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) all representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) contained in Section 8 of the Credit Agreement or in the other Credit Documents (including this Amendment) shall be true and correct in all material respects (except where 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 as of such earlier date, and except that the representations and warranties contained in Section 8.9(a) of the Credit Agreement shall be deemed to refer to the most recent annual and quarterly Section 9.1 Financials then delivered pursuant to the Credit Agreement; provided that the words “Closing Date” as set forth in Sections 8.8, 8.10, 8.15(a) and 8.17 of the Credit Agreement shall be deemed to refer to the Amendment No. 5 3 Effective Date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 5 3 Effective Date or on such earlier date, as the case may be (after giving effect to such qualification). g. (f) The Successor Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Successor Administrative Agent, of the applicable governing body of each Person that is a Credit Party as of the Amendment No. 5 3 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment and (ii) in the case of the Borrower, the extensions of credit contemplated under this Amendment. h. (g) The Successor Administrative Agent shall have received true and complete copies of (i) the Organizational Documents of each Person that is a Credit Party as of the Amendment No. 5 3 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents and (ii) such other documents and certifications, each dated as of, or where applicable as of a recent date prior to, the Amendment No. 5 3 Effective Date, as the Successor Administrative Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State of such Person’s organization or formation, as applicable, and other customary matters; provided that in the case of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing this Amendment and the other documents required to be provided to the Successor Administrative Agent on the Amendment No. 5 3 Effective Date as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each such officer included in the closing certificates provided on the Closing Date or the Amendment No. 4 2 Effective Date, as applicable, shall be deemed to satisfy this condition with respect to such matters. i. (h) The Successor Administrative Agent shall have received a certificate from L. Xxxxx Xxxxx, an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Successor Administrative Agent, demonstrating that after giving effect to the consummation of this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. j. (i) The Successor Administrative Agent and the Lead each Arranger shall have received at least three Business Days prior to the Amendment No. 5 3 Effective Date all documentation and other information concerning the Credit Parties, Holdings, Parent GPs and GP Entities that has been reasonably requested in writing at least three Business Days prior to the Amendment No. 5 3 Effective Date by the Successor Administrative Agent or the Lead any Arranger (on behalf of itself and/or any Amendment No. 5 Initial the Incremental 2023 Term Lender or Revolving Credit Lender) and that the Successor Administrative Agent or the Lead any Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time)Act. k. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of the Agency Transfer Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (iv) the Guarantors and GP Entities party thereto. l. The Successor Agent shall have received a counterpart to an Administrative Agent fee letter, dated the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment shall be applied solely to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial Term Loans, and there shall be no requirement that such prepayment be made pro rata to all Lenders holding 2025 Term Loans). n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.

Conditions to Effectiveness of Amendment No. 56. This Amendment shall become effective on the first date (the “Amendment No. 5 6 Effective Date”) on which the following conditions shall have been satisfied or waived: a. Each of the Predecessor Agent and the Successor (a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) each Credit Party, (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Agent, Administrative Agent and (vi) the Successor Agent, (vii) each Revolving Credit Lender, the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Term Lender (including by the Lead Arranger on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial Incremental 2028 Term Lender) and (ix) without duplication, Lenders constituting the Required Lenders. b. All (b) The Administrative Agent shall have received evidence that all fees previously agreed in writing among the Borrower and the Lead Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor Agent and the Successor Administrative Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP) payable by the Borrower for which invoices have been presented at least two Business Days prior to the Amendment No. 5 6 Effective Date, shall have been paid by the Borrower. c. (c) The Successor Agent shall have received payment in immediately available funds from or on behalf of the Borrower in an amount sufficient to make the payments required to be made by the Borrower on the Amendment No. 5 Effective Date pursuant to Section 1(d) hereof. d. The Successor Administrative Agent shall have received a Notice of Borrowing for the Amendment No. 5 Initial Incremental 2028 Term Loans to be made on the Amendment No. 5 6 Effective Date, setting forth the information specified in Section 2.3 of the Credit Agreement, with such modifications thereto as shall be reasonably satisfactory to the Successor Administrative Agent. The Successor Agent shall have received a notice of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d) hereof. e. (d) The Successor Administrative Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrower, and Sidley Austin LLP, special Illinois counsel to the Borrower, each dated the Amendment No. 5 6 Effective Date and addressed to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender Administrative Agent and the Letter of Credit Issuers Initial Incremental 2028 Term Lender and in form and substance reasonably satisfactory to the Successor Agent and including opinions as to the matters required to be covered thereby under Section 2.15(c) of the Credit AgreementAdministrative Agent. The Borrower hereby instructs its counsel to deliver such opinion opinions to the Successor Agent, the Amendment No. 5 Initial Term Lenders, the Revolving Credit Lenders, the Swingline Lender Administrative Agent and the Letter of Credit IssuersInitial Incremental 2028 Term Lender. f. (e) The Successor Administrative Agent shall have received a certificate from the Borrower, dated the Amendment No. 5 6 Effective Date and executed by an Authorized Officer of the Borrower, which shall certify that, as of the Amendment No. 5 6 Effective Date, at the time of and after giving effect to the transactions contemplated hereby, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) all representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) contained in Section 8 of the Credit Agreement or in the other Credit Documents (including this Amendment) shall be true and correct in all material respects (except where 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 as of such earlier date, and except that the representations and warranties contained in Section 8.9(a) of the Credit Agreement shall be deemed to refer to the most recent annual and quarterly Section 9.1 Financials then delivered pursuant to the Credit Agreement; provided that the words “Closing Date” as set forth in Sections 8.8, 8.10, 8.15(a) and 8.17 of the Credit Agreement shall be deemed to refer to the Amendment No. 5 6 Effective Date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 5 6 Effective Date or on such earlier date, as the case may be (after giving effect to such qualification). g. (f) The Successor Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Successor Administrative Agent, of the applicable governing body of each Person that is a Credit Party as of the Amendment No. 5 6 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment and (ii) in the case of the Borrower, the extensions of credit contemplated under this Amendment. h. (g) The Successor Administrative Agent shall have received true and complete copies of (i) the Organizational Documents of each Person that is a Credit Party as of the Amendment No. 5 6 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents and (ii) such other documents and certifications, each dated as of, or where applicable as of a recent date prior to, the Amendment No. 5 6 Effective Date, as the Successor Administrative Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State of such Person’s organization or formation, as applicable, and other customary matters; provided that in the case of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing this Amendment and the other documents required to be provided to the Successor Administrative Agent on the Amendment No. 5 6 Effective Date as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each such officer included in the closing certificates provided on the Closing Date or the Amendment No. 4 5 Effective Date, as applicable, Date shall be deemed to satisfy this condition with respect to such matters. i. (h) The Successor Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Successor Administrative Agent, demonstrating that after giving effect to the consummation of this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. j. (i) The Successor Administrative Agent and the Lead Arranger shall have received at least three Business Days prior to the Amendment No. 5 6 Effective Date all documentation and other information concerning the Credit Parties, Holdings, Parent GPs and GP Entities that has been reasonably requested in writing at least three ten Business Days prior to the Amendment No. 5 6 Effective Date by the Successor Administrative Agent or the Lead Arranger (on behalf of itself and/or any Amendment No. 5 the Initial Incremental 2028 Term Lender or Revolving Credit Lender) and that the Successor Administrative Agent or the Lead Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time)Act. k. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of the Agency Transfer Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (iv) the Guarantors and GP Entities party thereto. l. The Successor Agent shall have received a counterpart to an Administrative Agent fee letter, dated the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment shall be applied solely to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial Term Loans, and there shall be no requirement that such prepayment be made pro rata to all Lenders holding 2025 Term Loans). n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.

Conditions to Effectiveness of Amendment No. 52. This Amendment shall become effective on the first date (the “Amendment No. 5 2 Effective Date”) on which the following conditions shall have been satisfied or waived: a. Each of the Predecessor Agent and the Successor (a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) each Credit Party, (ii) each Holdings, (iii) each Parent GP, (iv) each GP Entity, (v) the Predecessor Administrative Agent, (vi) the Successor Agent, New Incremental 2023 Term Lender and (vii) each Revolving Credit Lender, the Swingline Lender and each Letter of Credit Issuer, (viii) each Amendment No. 5 Initial Converting Incremental 2023 Term Lender (including or by the Lead Arranger Administrative Agent on behalf of, and pursuant to a written authorization of, an Amendment No. 5 Initial each Converting Incremental 2023 Term Lender) and (ix) without duplication, Lenders constituting the Required Lenders). b. All (b) The Administrative Agent shall have received evidence that all fees previously agreed in writing among the Borrower and the Lead each Arranger in respect of this Amendment, and all reasonable out-of-pocket expenses of each of the Predecessor Agent and the Successor Administrative Agent (including the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP) payable by the Borrower for which invoices have been presented at least two one Business Days Day prior to the Amendment No. 5 2 Effective Date, shall have been paid by the Borrower. c. (c) The Successor Administrative Agent shall have received payment in immediately available funds from the Borrower, for the account of each Converting Incremental 2023 Term Lender that has executed and delivered an Election Form and has elected the Cashless Settlement Option pursuant thereto, in each case, at or prior to 12:00 p.m., New York City time, on behalf April 12, 2017, in an aggregate amount equal to 0.25% of the Borrower in an aggregate principal amount sufficient to make the payments required of Initial Term Loans of such Lenders that are to be made by the Borrower on the Amendment No. 5 Effective Date converted into Converted Incremental 2023 Term Loans pursuant to Section 1(d) hereofhereto. d. (d) The Successor Administrative Agent shall have received a Notice of Borrowing for the Amendment No. 5 Initial Incremental 2023 Term Loans to be made on the Amendment No. 5 2 Effective Date, setting forth the information specified in Section 2.3 of the Credit Agreement, with such modifications thereto as shall be reasonably satisfactory to the Successor Administrative Agent. The Successor Administrative Agent shall have received a notice of prepayment with respect to prepayment of the 2025 Term Loans that shall not be converted to Amendment No. 5 Initial Term Loans as contemplated by Section 1(d1(b)(ii) and Section 3 hereof, and substantially concurrently with the funding of the New Incremental 2023 Term Loans on the Amendment No. 2 Effective Date, the Borrower shall have prepaid the Initial Term Loans as so contemplated by Section 1(b)(ii) hereof. The Cash Prepayment and ITL Interest Payment shall have occurred. e. (e) The Successor Administrative Agent shall have received favorable written opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to Holdings, the Borrower, Holdings, the Parent GPs and the Borrower’s Subsidiaries, and Sidley Austin LLP, special Illinois counsel to Holdings and the Borrower, each dated the Amendment No. 5 2 Effective Date and addressed to each Arranger, the Successor Administrative Agent, the Amendment No. 5 Initial Converting Incremental 2023 Term Lenders, the Revolving Credit Lenders, the Swingline Lender Lenders and the Letter of Credit Issuers New Incremental 2023 Term Lender and in form and substance reasonably satisfactory to the Successor Agent and including opinions as to the matters required to be covered thereby under Section 2.15(c) of the Credit AgreementAdministrative Agent. The Borrower hereby instructs its counsel to deliver such opinion to each Arranger, the Successor Administrative Agent, the Amendment No. 5 Initial Converting Incremental 2023 Term Lenders, the Revolving Credit Lenders, the Swingline Lender Lenders and the Letter of Credit IssuersNew 2023 Term Lender. f. (f) The Successor Administrative Agent shall have received a certificate from the Borrower, dated the Amendment No. 5 2 Effective Date and executed by an Authorized Officer of the Borrower, which shall certify that, as of the Amendment No. 5 2 Effective Date, at the time of and after giving effect to the transactions contemplated hereby, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) all representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) contained in Section 8 of the Credit Agreement or in the other Credit Documents (including this Amendment) shall be true and correct in all material respects (except where 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 as of such earlier date, and except that the representations and warranties contained in Section 8.9(a) of the Credit Agreement shall be deemed to refer to the most recent annual and quarterly Section 9.1 Financials then delivered pursuant to the Credit Agreement; provided that the words “Closing Date” as set forth in Sections 8.8, 8.10, 8.15(a) and 8.17 of the Credit Agreement shall be deemed to refer to the Amendment No. 5 2 Effective Date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 5 2 Effective Date or on such earlier date, as the case may be (after giving effect to such qualification). g. (g) The Successor Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Successor Administrative Agent, of the applicable governing body of each Person that is a Credit Party as of the Amendment No. 5 2 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment and (ii) in the case of the Borrower, the extensions of credit contemplated under this Amendment. h. (h) The Successor Administrative Agent shall have received true and complete copies of (i) the Organizational Documents of each Person that is a Credit Party as of the Amendment No. 5 2 Effective Date and of Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents and (ii) such other documents and certifications, each dated as of, or where applicable as of a recent date prior to, the Amendment No. 5 2 Effective Date, as the Successor Administrative Agent may reasonably require to evidence that each such Person is duly organized or formed, validly existing, in good standing and qualified to engage in business in the State of such Person’s organization or formation, as applicable, and other customary matters; provided that in the case of (i) the Organizational Documents and (ii) the incumbency and specimen signatures of the officers executing this Amendment and the other documents required to be provided to the Successor Administrative Agent on the Amendment No. 5 2 Effective Date as provided for herein, of each of the Credit Parties, Holdings, Parent GPs and GP Entities, a certificate from an Authorized Officer certifying that there has been no change to the Organizational Documents and the incumbency and specimen signature of each such officer included in the closing certificates provided on the Closing Date or the Amendment No. 4 1 Effective Date, as applicable, shall be deemed to satisfy this condition with respect to such matters. i. (i) The Successor Administrative Agent shall have received a certificate from L. Xxxxx Xxxxx, an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Successor Administrative Agent, demonstrating that after giving effect to the consummation of this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. j. (j) The Successor Administrative Agent and the Lead each Arranger shall have received at least three Business Days prior to the Amendment No. 5 2 Effective Date all documentation and other information concerning the Credit Parties, Holdings, Parent GPs and GP Entities that has been reasonably requested in writing at least three Business Days prior to the Amendment No. 5 2 Effective Date by the Successor Administrative Agent or the Lead any Arranger (on behalf of itself and/or any Amendment No. 5 Initial Converting Incremental 2023 Term Lender or Revolving Credit the New Incremental 2023 Term Lender) and that the Successor Administrative Agent or the Lead any Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time)Act. k. Each of the Predecessor Agent and the Successor Agent shall have received counterparts of the Agency Transfer Agreement that, when taken together, bear the signatures of (i) the Predecessor Agent, (ii) the Successor Agent, (iii) the Borrower, (iv) Holdings I, (v) Holdings II, (vi) Holdings III, (vii) GCM Holdings, (viii) GCM LLC and (iv) the Guarantors and GP Entities party thereto. l. The Successor Agent shall have received a counterpart to an Administrative Agent fee letter, dated the date hereof, that bears the signature of the Borrower. m. Substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have made the Concurrent Prepayment (it being agreed by the parties hereto that, notwithstanding anything to the contrary contained in Sections 5.1 or 5.2 of the Amended Credit Agreement or otherwise, the Concurrent Prepayment shall be applied solely to repay Lenders holding 2025 Term Loans that are not converted to Amendment No. 5 Initial Term Loans, and there shall be no requirement that such prepayment be made pro rata to all Lenders holding 2025 Term Loans). n. The Successor Agent shall have received a Parent GP Undertaking, executed and delivered by an Authorized Officer of GCM Holdings.