Common use of Conditions to the Closing Date Clause in Contracts

Conditions to the Closing Date. The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

Conditions to the Closing Date. The obligation This Agreement and the obligations of each Lender the Lenders to make its initial Loans hereunder is subject to satisfaction shall become effective on the first date when each of the following conditions precedent to the Administrative Agent satisfaction:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent receipt of shall have received the following, each of which shall be originals originals, telecopies or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) copies (followed promptly by originals) unless otherwise specified, each properly executed by a member Responsible Officer of the Senior Management of the signing Credit PartyBorrower, each dated a date on or prior to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arrangers: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to Agreement from the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteBorrower; (ii) an officer’s certificate a promissory note executed by the Borrower in favor of each Credit Party executing Lender requesting three Business Days in advance a promissory note evidencing the Loan Documentprovided by such Lender; (iii) such certificates of resolutions or other action, (A) certifying and attaching true, correct and complete copies of: (1) the certificate incumbency certificates and/or other certificates of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) Responsible Officers of the jurisdiction in which such Credit Party is incorporated or formedBorrower as the Administrative Agent may reasonably require evidencing the identity, (2) the by-laws, limited liability company agreement, articles authority and capacity of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Party the Borrower is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicableparty; (iv) a certificate of good standing for the Borrower from its jurisdiction of organization; (v) a certificate signed by the Chief Financial Officer of the Borrower certifying (A) as to the Debt Rating then in effect and (B) that the conditions specified in Section 4.02(a) and (b) have been satisfied; and (vi) a favorable legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit PartiesBorrower, and the general counsel of the Borrower, addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to matters concerning the Credit Parties Administrative Agent, (b) All reasonable and the Loan Documents as documented out-of-pocket fees and expenses of the Administrative Agent may reasonably request; and and the Arrangers (v) a certificate including the reasonable and documented fees and expenses of a member of single counsel for the Senior Management of Administrative Agent and the Borrower certifying that (1Arrangers) required to be paid on or before the condition specified in Sections 4.02(b) has been satisfiedClosing Date, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregatecase of expenses, a Material Adverse Effectto the extent invoiced at least two Business Days prior to the Closing Date, shall have been paid. The Borrower shall have paid all items then due and (3) all consents, licenses, payable under the Fee Letter and approvals required any other separate letter agreements with respect to fees payable on or prior to the Closing Date in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party syndication of the Loan Documents to which such Credit Party is a party have been obtainedLoans and Commitments. (bc) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each a Borrowing Request in accordance with the requirements of Section 2.03 hereof. (d) The Administrative Agent and the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant Arrangers shall have received at least three Business Days prior to the terms of Section 6.16 hereofClosing Date such documentation and information as is reasonably requested in writing at least ten calendar days prior to the Closing Date by the Administrative Agent or the Arrangers about the Borrower to the extent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.

Conditions to the Closing Date. The obligation of each the Lender to make its initial Loans hereunder the Loan on the Funding Date is subject to satisfaction of the following conditions precedent precedent, on or prior to the Administrative Agent satisfactiondate hereof: (a) The Administrative Agent receipt Lender shall have received each of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a member Responsible Officer of the Senior Management of the signing Credit PartyBorrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentLender: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate if requested by the Lender, a Note executed by the Borrower; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) Responsible Officer of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party Borrower authorized to act as a Responsible Officer of the Borrower in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafterDocuments; (iiiiv) evidence of the Equity Interests in the Borrower held by each Person that directly or indirectly holds any Equity Interests in the Borrower, certified by a Responsible Officer of the Borrower; (v) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each Credit Party executing a Loan Document the Borrower is duly organized or formed under the laws of the State of Delaware, and that the Borrower is validly existing and qualified to engage in good standing (business in each jurisdiction where applicable) in its jurisdiction ownership, lease or operation of incorporation properties or formation, as applicablethe conduct of its business requires such qualification; (ivvi) copies of the Financial Statements; (vii) a favorable legal opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit PartiesBorrower, in form and substance satisfactory to the Lender and addressed to the Administrative Agent Lender; (viii) evidence of the results of searches for Liens and each Lender, as to matters concerning judgments against the Credit Parties Borrower and the Loan Documents as Borrower’s Parent satisfactory to the Administrative Lender; (ix) all applicable “know your customer” and other account opening documentation required by the Lender to be provided by the Borrower; (x) the Issuer Consent Letter duly executed by all parties thereto; (xi) a letter from the Process Agent may reasonably requestconfirming its appointment in accordance with Section 10.02(e) or an executed copy of the agreement appointing such Process Agent ( the “Process Agent Agreement”); (xii) [Reserved]; (xiii) duly executed instruments of transfer or assignment in blank with respect to the Underlying Units to be issued upon exercise of the Pledged Warrants, in form and substance satisfactory to the Lender; and (vxiv) a certificate of a member of such other assurances, certificates, documents, consents or opinions as the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be Lender reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtainedmay request. (b) The Administrative Borrower shall have caused the delivery to the Lender of a Solvency Certificate signed by a Responsible Officer of the NGP Fund regarding the NGP Fund. (c) The Borrower shall have executed and delivered the Irrevocable Direction Letter to the Company, which shall have been acknowledged by the Company. (d) The Company and the Warrant Transfer Agent shall have received duly executed Agency Account Agreements, signed by each and delivered the Warrant Transfer Agent Letter. (e) The Company and the Unit Transfer Agent shall have executed and delivered the Certificated Unit Transfer Agent Letter. (f) All of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account conditions set forth in Section 4.01 of the Other Loan Agreement pursuant to the terms of Section 6.16 hereofshall have been met.

Conditions to the Closing Date. The obligation of the L/C Issuer and each Lender to make its initial Loans Credit Extension hereunder is subject to satisfaction of the following conditions precedent (unless otherwise identified in Section 6.20) to the Administrative Agent and the Arranger’s satisfaction: (a) The Administrative Agent and the Arranger’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arranger: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, Borrowers and (B) executed counterparts of the each Security Document Document, the Administrative Agent’s Fee Letter, the Fee Letter, the Second Lien Intercreditor Agreement, the Canadian Intercreditor Agreement and each Subordination Agreement sufficient in number for distribution to the Administrative Agent Agent, the Arranger and the Credit Parties, and an Borrowers; (ii) a Note executed Note for by the Borrowers in favor of each Lender who requests requesting a Note; (iiiii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, or articles of incorporation or memorandum and articles of association (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the state or foreign jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iiiiv) such documents and certifications as the Administrative Agent and the Arranger may require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification (other than any jurisdiction to the extent the Credit Parties ownership, lease or operation of properties or the conduct of business consists solely of the operation of retail stores numbering four (4) or fewer) in such jurisdiction; (ivv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent or the Arranger may reasonably request; and. (vvi) a certificate of a member of the Senior Management of the Borrower Representative certifying that (1A) the condition conditions specified in Sections 4.02(b4.02(a), (b), (c) has and (d) have been satisfied, (2B) there has been no event or circumstance since December 31, 2023 the Balance Sheet Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (3C) all consents, licenses, licenses and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained, and that such consents, licenses and approvals shall be in full force and effect (including, without limitation, consents, approvals and/or amendments necessary under any document or instrument evidencing any Indebtedness of any Credit Party). (b) The Administrative Agent and the Arranger shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 6.17 hereof.

Conditions to the Closing Date. The obligation of each Lender to make its initial the Loans hereunder is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent to the Administrative Agent satisfactionprecedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management Responsible Officer of the signing Credit Loan Party, each dated the Closing Date (orif applicable, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Agreement and the Credit Partiesother Loan Documents by each Loan Party, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit PartiesLender, and an executed Note for each Lender who requests a Noteas applicable; (ii) an officer’s certificate original Note executed by the Borrower in favor of each Credit Party executing Lender that has requested in writing a Loan Document, Note; (Aiii) certifying and attaching true, correct and complete copies of: such certificates (1) including a certificate substantially in the certificate form of formation, certificate of incorporation, articles of incorporation (or such equivalent thereofExhibit I) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement resolutions or other applicable Governing Document corporate action, incumbency certificates and/or other certificates of such Credit PartyResponsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and (3) the resolutions or votes capacity of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Loan Party is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents party on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicableDate; (iv) a favorable legal an opinion of Xxxxxxx (i) Xxxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Loan Parties and (ii) Van Valer Law Firm, LLP, Indiana counsel to the Loan Parties, addressed in each case, in form and substance reasonably satisfactory to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; andAgent; (v) a certificate of a member attesting to the Solvency of the Senior Management Loan Parties (taken as a whole) on the Closing Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Borrower certifying that in substantially the form of Exhibit J hereto; (vi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Liens permitted under Section 7.01) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Closing Date, from (1) the condition specified in Sections 4.02(b) has been satisfiedapplicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation and (2) there has been no event or circumstance since December 31, 2023 that has had or the jurisdictions where the failure of a Loan Party to be qualified and in good standing could reasonably be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect, and (3) all consentsand, licenseswhere available, and approvals required in connection with the executionbring down certificates, delivery and performance by for each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtainedParty. (b) As of the Closing Date, after giving effect to the Transaction, the Borrower and each of its Subsidiaries will have no indebtedness other than the Facility, the Existing Letters of Credit, and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of any Indebtedness other than the Facility, the Existing Letters of Credit and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated the Closing Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Loan Party or any personal property Collateral is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and (iv) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) [Reserved]. (e) The Administrative Agent shall have received duly executed Agency Account Agreements(i) the audited consolidated balance sheets and related statements of income, signed by each Shareholders’ Equity and cash flows of the applicable parties theretoCompany and unaudited consolidating balance sheets and related statements of income for the Fiscal Year of the Company ended December 31, 2016, each in draft form, (ii) unaudited consolidated and consolidating balance sheets and related statements of income and cash flows of the Company for each deposit account subsequent fiscal quarter after December 31, 2014 ended at least forty-five (45) days before the Closing Date, (iii) unaudited consolidated and consolidating balance sheets and related statements of income of the Company for each fiscal month after December 31, 2014 ended at least thirty-one (31) days before the Closing Date and (iv) forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements on a monthly basis for Fiscal Year 2017, on a quarterly basis for Fiscal Year 2018 and on an annual basis for Fiscal Year 2019 (“Projections”), in each case, in form and substance satisfactory to the Administrative Agent and prepared in accordance with GAAP as in effect at the time of such preparation. (f) The Administrative Agent and the Lenders shall have completed, to their satisfaction, all legal, tax, environmental, management background checks, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or securities account otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent and the Lenders in their sole discretion. (g) Payment by the Borrower of all accrued costs, fees and expenses (including applicable Attorney Costs and the reasonable and documented out-of-pocket fees and expenses of any other advisors to the Administrative Agent and the Lenders) and any other compensation due and payable to the Administrative Agent and Lenders on the Closing Date shall have been received. (h) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be subject maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (i) The Lenders shall have received on or prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date. (j) [Reserved]. (k) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension (before and after giving effect to such Credit Extension); provided that to the extent that such representations and warranties specifically refer to an Agency Account Agreement pursuant earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (l) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the terms application of Section 6.16 hereofthe proceeds therefrom.

Conditions to the Closing Date. The obligation This Agreement and the obligations of each Lender the Lenders to make its initial Loans and of the Issuing Banks to make LC Credit Extensions hereunder is subject to satisfaction shall become effective on the first date when each of the following conditions precedent to the Administrative Agent satisfaction:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent receipt of shall have received the following, each of which shall be originals originals, telecopies or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) copies unless otherwise specified, each properly executed by a member Responsible Officer of the Senior Management of the signing Credit PartyBorrower (other than with respect to subclauses (iv) and (vi) below), each dated a date on or prior to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arrangers: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to Agreement from the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteBorrower; (ii) an officer’s certificate a promissory note executed by the Borrower in favor of each Credit Party executing Lender requesting three Business Days in advance a promissory note evidencing the Loan Documentprovided by such Lender; (iii) such certificates of resolutions or other action, (A) certifying and attaching true, correct and complete copies of: (1) the certificate incumbency certificates and/or other certificates of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) Responsible Officers of the jurisdiction in which such Credit Party is incorporated or formedBorrower as the Administrative Agent may reasonably require evidencing the identity, (2) the by-laws, limited liability company agreement, articles authority and capacity of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Party the Borrower is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicableparty; (iv) a certificate of good standing for the Borrower from its jurisdiction of organization; (v) a certificate signed by a Financial Officer of the Borrower certifying (A) as to the Debt Rating then in effect and (B) that the conditions specified in Section 4.02(a) and (b) have been satisfied; (vi) a favorable legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit PartiesBorrower, and the general counsel of the Borrower, addressed to the Administrative Agent and each LenderLender (as of the Closing Date), as in form and substance reasonably satisfactory to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably requestAgent; and (vvii) a certificate evidence that the commitments under the Existing Credit Agreement have been, or concurrently with the Closing Date is being, terminated and the loans outstanding thereunder have been, or concurrently with the Closing Date are being, repaid in full (the “Refinancing”). (b) All reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and the Arrangers (in the case of legal fees, limited to the reasonable and documented fees and expenses of a member of single counsel for the Senior Management of Administrative Agent and the Borrower certifying that (1Arrangers) required to be paid on or before the condition specified in Sections 4.02(b) has been satisfiedClosing Date, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregatecase of expenses, a Material Adverse Effectto the extent invoiced at least two Business Days prior to the Closing Date, shall have been paid. The Borrower shall have paid all items then due and (3) all consents, licenses, payable under the Fee Letter and approvals required any other separate letter agreements with respect to fees payable on or prior to the Closing Date in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party syndication of the Loan Documents to which such Credit Party is a party have been obtainedLoans and Commitments. (bc) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of a Borrowing Request in accordance with the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms requirements of Section 6.16 2.03 hereof.

Conditions to the Closing Date. The Closing Date and the obligation of each L/C Issuer and each Lender to make its initial Loans Credit Extension hereunder is subject only to the satisfaction of the following conditions precedent to the Administrative Agent satisfactionprecedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management Responsible Officer of the signing Credit Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and subject, in each in form and substance reasonably satisfactory case, to the Administrative Agentterms of the last paragraph of this Section 4.01: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Security Agreement and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteGuaranty Agreement; (ii) an officer’s certificate a Note executed by the Borrower in favor of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafterLender requesting Notes; (iii) searches of filings made under the UCC, or other applicable Law, in each case in the jurisdiction of formation of each Loan Party and each other jurisdiction reasonably deemed appropriate by the Administrative Agent; (iv) such UCC financing statements or similar documents and certifications as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral in the United States; (v) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent may require pursuant to the Security Agreements together with duly executed in blank, undated stock powers attached thereto; (vi) searches of ownership of, and Liens on, United States intellectual property registrations and applications owned by or exclusively licensed to each Loan Party in the appropriate United States governmental offices; (vii) executed notices of grant of security interest in the form required by the Security Agreements as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States intellectual property registrations and applications of the Loan Parties; (viii) updated customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party to replace the corresponding such certificates delivered on the Original Effective Date; (ix) customary evidence that each Credit Loan Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation organization or formation, as applicable; (ivx) a favorable legal opinion customary opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Loan Parties addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and; (vxi) a certificate of signed by a member of the Senior Management Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(b), 4.01(f), 4.01(g) and 4.01(h) have been satisfied; (xii) a Solvency Certificate signed by the chief financial officer of the Borrower; (xiii) a perfection certificate in the form attached hereto as Exhibit J and signed by a Responsible Office of the Borrower; and (xiv) copies of (A) for the Borrower (1) GAAP audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows for the condition specified in Sections 4.02(b) has been satisfied, three most recent fiscal years ended at least 90 days prior to the Closing Date and (2) there has been no event or circumstance since December 31GAAP unaudited consolidated balance sheets and related consolidated statements of income, 2023 that has had or could stockholders’ equity and cash flows for each subsequent fiscal quarter (the “Interim Financial Statements”) ended at least 45 days before the Closing Date (and the corresponding period in the prior year), in each case, which financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended (subject, in the case of unaudited interim financial statements, to normal year end audit adjustments), and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-3, and (B) for the Company (1) GAAP (except as may be reasonably expected to have, either individually indicated therein or in the aggregatenotes thereto) audited consolidated balance sheets and related consolidated statements of income, a Material Adverse Effectstockholders’ equity and cash flows for the three most recent fiscal years ended at least 90 days prior to the Closing Date and (2) GAAP (except as may be indicated therein or in the notes thereto and except as permitted by the SEC on Form 8-K, Form 10-Q or any successor or like form under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows for each subsequent fiscal quarter ended at least 45 days before the Closing Date (and the corresponding period in the prior year), in each case, which financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended (subject, in the case of unaudited interim financial statements, to normal, recurring year end audit adjustments and except, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act), and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-3; provided, however that the filing of the required financial statements on Form 10-K or Form 10-Q within the time periods required thereby will satisfy the requirements under clauses (3A) all consents, licensesand (B) above; and (xv) pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of end of the most recent fiscal quarter period for which financial statements have been delivered pursuant to paragraph (xiv)(A) above, and approvals required for the most recent fiscal year and each subsequent fiscal quarter period for which financial statements have been delivered pursuant to paragraph (xiv)(A) above, in connection with each case prepared after giving effect to the execution, delivery and performance by each Credit Party and Transactions as if the validity against each Credit Party Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the Loan Documents to which such Credit Party is a party have been obtainedincome statement). (b) Substantially concurrently with the Closing Date, all obligations under the Borrower’s Existing Credit Agreement shall have been repaid in full (other than contingent indemnification obligations for which no claim or demand has yet been made), and all commitments thereunder shall have been terminated. (c) The Administrative Agent and the Lenders shall have received duly executed Agency Account Agreementsat least three (3) Business Days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, signed including the PATRIOT Act, to the extent requested by the Administrative Agent or any such Lender in writing to the Borrower at least ten (10) Business Days prior to the Closing Date. (d) At least three (3) Business Days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered to each of Lender that so requests a Beneficial Ownership Certification in relation to the applicable parties theretoBorrower. (e) The Arrangers, for each deposit account or securities account the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be subject paid on or prior to an Agency Account Agreement the Closing Date pursuant to the terms Fee Letters or hereunder concurrently with the initial Credit Extension hereunder; provided that if invoices for such expenses are not received at least two (2) Business Days prior to the Closing Date, then the payment thereof shall not be a condition to the Closing Date. (f) The Finisar Acquisition shall be consummated substantially concurrently with the initial Credit Extension hereunder in accordance with the Merger Agreement in all material respects, and the Merger Agreement shall not have been amended or modified in any respect that is materially adverse to the Lenders or the Arrangers, without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), and no condition shall have been waived or consent granted, in each case, in any respect that is materially adverse to the Lenders or the Arrangers, without each Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (i) any decrease in the purchase price of the Acquisition shall be deemed not materially adverse to the Lenders and the Arrangers to the extent such decrease is less than 15% of the initial purchase price and applied to reduce the Term Facilities on a dollar-for-dollar (and pro rata) basis, (ii) any increase in the purchase price of the Finisar Acquisition that is not funded with equity or cash on hand shall be deemed to be materially adverse to the Lenders and the Arrangers and (iii) any amendment, modification, waiver or consent with respect to the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the Lenders and the Arrangers). (g) Since November 8, 2018, there shall not have been any “Change” (as defined in the Merger Agreement as in effect on November 8, 2018) that, individually or in the aggregate has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement as in effect on November 8, 2018) that is continuing. (h) The Specified Merger Agreement Representations shall be true and correct in all material respects. The Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent any representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such date. It is understood and agreed that for purposes of the availability of the Facilities on the Closing Date, to the extent any security interest in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office or the delivery of stock certificates evidencing equity interests in (x) the Borrower’s U.S. Subsidiaries (other than the Company and the Company’s U.S. Subsidiaries) and (y) the Company, and to the extent provided by the Company on the Closing Date after use of commercially reasonable efforts, any of the Company’s U.S. Subsidiaries) is not provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision of such perfected security interest(s) shall not constitute a condition precedent under this Section 6.16 hereof4.01 but shall be required to be delivered no later than ninety (90) days after the Closing Date (or such later date agreed to by the Administrative Agent) pursuant to arrangements to be mutually agreed.

Conditions to the Closing Date. The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent (unless otherwise identified in Section 6.21) to the Administrative Agent and the Arranger’s satisfaction: (a) The Administrative Agent and the Arranger’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arranger: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, Borrowers and (B) executed counterparts of each Security Document Document, and the Guaranty sufficient in number for distribution to the Administrative Agent Agent, the Arranger and the Credit PartiesBorrowers, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, , (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent and the Arranger may require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent or the Arranger may reasonably request; and. (v) a certificate of a member of the Senior Management of the Borrower Representative: (A) certifying that (1) the condition conditions specified in Sections 4.02(b4.02(a), (b), (c) has and (d) have been satisfied, (2) there has been no event or circumstance since December 31July 4, 2023 2020 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtainedobtained (including, without limitation, from the Specified Holders and the Individual Holders), including any consents, licenses, and approvals and/or amendments necessary under any document or instrument evidencing any Indebtedness of any Credit Party; (B) certifying that each of the conditions specified in this Section 4.01 have been satisfied; (C) certifying as to the Solvency of the Credit Parties and their Subsidiaries, on a consolidated basis, immediately after giving effect to the Loans hereunder and the other transactions contemplated hereby occurring on the Closing Date; and (D) certifying and attaching true, correct and complete copies of all Franchise Agreements (other than the Franchise Agreement Comfort Letters). (vi) executed counterparts of each Franchise Agreement Comfort Letter, sufficient in number for distribution to the Administrative Agent, each Lender, Buddy’s and the Borrowers. (b) The Administrative Agent and the Arranger shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

Conditions to the Closing Date. The obligation of This Agreement shall become effective on the date on which each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfactionis satisfied or waived in accordance with Section 11.01: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g.copies in .pdf format, “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note;[reserved] (ii) an officer’s certificate of each Credit Party executing a this Agreement duly executed by the Borrower; (iii) the Collateral Agreement (pursuant to which the Administrative Agent is authorized to file customary “all asset” UCC-1 financing statements) duly executed by the Borrower and the Loan Document, Parties; (iv) [reserved] (v) (A) certifying certificates of good standing from the secretary of state or other applicable office of the state of organization or formation or provincial or territorial corporate registry of the Borrower and attaching trueeach other Loan Party, correct and complete copies of: (1B) organizational documents of each Loan Party, certified by the certificate of formation, certificate of incorporation, articles of incorporation secretary (or such equivalent thereofofficer) of such Credit Loan Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental AuthorityC) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement resolutions or other applicable Governing Document action of such Credit each Loan Party, and (3) as certified by the resolutions or votes of the board of directors or board of managers or partners secretary (or equivalent thereofofficer) of such Credit Loan Party, authorizing such Credit (D) an incumbency certificate and/or other certificate of Responsible Officers of each Loan Party’s entry into , in each case evidencing the Loan Documents to which it is a party; identity, authority and (B) certifying the incumbency capacity of members of the Senior Management of such Credit Party each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Party it is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents party on the Closing Date Date, and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (vE) a certificate of a member of the Senior Management Responsible Officer of the Borrower certifying that the conditions specified in clause (1c), below have been satisfied; (vi) an opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, with respect to matters of New York law and certain aspects of Delaware law; and (vii) a certificate from the chief financial officer or other officer with equivalent duties of the Borrower as to the Solvency (after giving effect to the Transactions on the Closing Date) of the Borrower and their Subsidiaries substantially in the form attached hereto as Exhibit I; and (viii) the condition specified in Sections 4.02(bfollowing Loan Documents required to be entered into pursuant to the terms of this Agreement: (A) has been satisfieda joinder to the Existing Junior Lien Intercreditor Agreement by and among the Administrative Agent, the Collateral Agent, (2B) there has been no event or circumstance since December 31the Revolving Loan Notes, 2023 that has had or could be reasonably expected to haveif any, either individually or in (C) the aggregateAgency Fee Letter, a Material Adverse Effect, (D) the Collateral Agency Fee Letter and (3F) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtainedFee Letter. (b) [Reserved] (c) No Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent’s receipt of certificates or abstracts of title, as applicable, in .pdf format, issued by the relevant Approved Flag Jurisdiction demonstrating that Vessel Collateral is registered in the name of the relevant Loan Party under the relevant Approved Flag Jurisdiction, free of Liens other than Permitted Liens; (e) The Lenders shall have received at least three Business Days prior to the Closing Date (i) all documentation and other information about the Loan Parties in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” a customary FinCEN beneficial ownership certificate, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (f) The Administrative Agent shall have received duly executed Agency Account Agreementsappraisals evidencing the Vessel Collateral Value Amount, signed as determined by each VesselsValueTM, such valuations to be dated within thirty (30) days of the Closing Date, which evidence demonstrates that on a pro forma basis that upon the Closing Date (giving effect to the loans under the Second Lien Credit Agreement and any Loans under this Agreement requested on the Closing Date), the Collateral Coverage Ratio shall not be less than 1.50:1.00. (g) The Administrative Agent shall have received financing statement searches under the Uniform Commercial Code in such jurisdictions as it may reasonably require relating to the Borrower and the Restricted Subsidiaries, demonstrating that the Collateral is (or will be on the Closing Date) free of Liens other than Permitted Liens. (h) The Administrative Agent and the Lenders shall have received (i) an audited balance sheet and related statements of income (or operations) and cash flows of the Borrower and its Subsidiaries as of and for the year ended December 31, 2023, (ii) consolidated budget of the Borrower and its Subsidiaries for the fiscal year ending December 31, 2024 in form and substance consistent with the budget customarily prepared by management for internal use, (iii) the unaudited financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2024 and (iv) a duly completed compliance certificate in form and substance satisfactory to the Administrative Agent and the Lenders demonstrating compliance with the Financial Covenants on a proforma basis as of the Closing Date. (i) The Lenders shall have received at least three Business Days prior to the Closing Date (i) all documentation and other information about the Loan Parties in order to comply with applicable parties thereto“know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” a customary FinCEN beneficial ownership certificate, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 11.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each deposit account Lender that has signed this Agreement shall be deemed to have consented to, approved or securities account required accepted or to be subject satisfied with, each document or other matter required hereunder to an Agency Account Agreement pursuant be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the terms of Section 6.16 hereofproposed Closing Date specifying its objection thereto.

Conditions to the Closing Date. The obligation This Agreement and the obligations of each Lender the Lenders to make its initial Loans and of the Issuing Bank to make LC Credit Extensions hereunder is subject to satisfaction shall become effective on the first date when each of the following conditions precedent to the Administrative Agent satisfaction:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent receipt of shall have received the following, each of which shall be originals originals, telecopies or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) copies (followed promptly by originals) unless otherwise specified, each properly executed by a member Responsible Officer of the Senior Management of the signing Credit PartyBorrower, each dated a date on or prior to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arrangers: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to Agreement from the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteBorrower; (ii) an officer’s certificate a promissory note executed by the Borrower in favor of each Credit Party executing Lender requesting three Business Days in advance a promissory note evidencing the Loan Documentprovided by such Lender; (iii) such certificates of resolutions or other action, (A) certifying and attaching true, correct and complete copies of: (1) the certificate incumbency certificates and/or other certificates of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) Responsible Officers of the jurisdiction in which such Credit Party is incorporated or formedBorrower as the Administrative Agent may reasonably require evidencing the identity, (2) the by-laws, limited liability company agreement, articles authority and capacity of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Party the Borrower is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicableparty; (iv) a certificate of good standing for the Borrower from its jurisdiction of organization; (v) a certificate signed by the Chief Financial Officer of the Borrower certifying (A) as to the Debt Rating then in effect and (B) that the conditions specified in Section 4.02(a) and (b) have been satisfied; (vi) a favorable legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit PartiesBorrower, and the general counsel of the Borrower, addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably requestAgent; and (vvii) a certificate evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and the loans outstanding thereunder have been, or concurrently with the Closing Date are being, repaid in full (the “Refinancing”). (b) All reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and the Arrangers (including the reasonable and documented fees and expenses of a member of single counsel for the Senior Management of Administrative Agent and the Borrower certifying that (1Arrangers) required to be paid on or before the condition specified in Sections 4.02(b) has been satisfiedClosing Date, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregatecase of expenses, a Material Adverse Effectto the extent invoiced at least two Business Days prior to the Closing Date, shall have been paid. The Borrower shall have paid all items then due and (3) all consents, licenses, payable under the Fee Letter and approvals required any other separate letter agreements with respect to fees payable on or prior to the Closing Date in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party syndication of the Loan Documents to which such Credit Party is a party have been obtainedLoans and Commitments. (bc) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of a Borrowing Request in accordance with the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms requirements of Section 6.16 2.03 hereof.

Conditions to the Closing Date. The obligation of each Lender to make its initial Loans any Credit Extension hereunder is subject to satisfaction of the following conditions precedent on or prior to the date hereof to the satisfaction of the Administrative Agent satisfactionAgent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) copies (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:): (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an Borrower; (ii) a Note executed Note for by the Borrower in favor of each Lender who requests requesting a Note; (iiiii) an officer’s certificate of each Credit Party executing a Loan Document, : (A) certifying and attaching true, correct and complete copies ofattaching: (1) the certificate of formation, certificate of incorporation, or articles of incorporation or memorandum and articles of association (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, ; and (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3B) certifying and attaching true, correct and complete copies of the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (BC) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iiiiv) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification in such jurisdiction; (ivv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and; (vvi) a certificate of a member of the Senior Management of the Borrower certifying that (1A) the condition conditions specified in Sections 4.02(b) has been satisfied4.01(b), (2h), (m) and (n) have been satisfied and (B) there has been no event or circumstance since December 31, 2023 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Closing Date Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained.; (b) All conditions precedent to the consummation of the VIP Petcare Acquisition in the VIP Petcare Acquisition Agreement shall have been satisfied in all material respects or waived, without giving effect to any amendments thereto or any waivers or consents thereto or to the Acquisition Agreement that are materially adverse to the Administrative Agent or the Lenders, in each case, without the consent of the Administrative Agent. The VIP Petcare Acquisition shall have been or, substantially concurrently with the initial funding of the Initial Term Loans be, consummated in accordance with the terms of the VIP Petcare Acquisition Agreement; (c) The Administrative Agent shall have received duly certificates of insurance from an independent insurance broker naming the Administrative Agent as additional insured or lender’s loss payee thereunder, identifying insurers, types of insurance, insurance limits, and policy terms, and otherwise describing the insurance obtained in accordance with the provisions of this Agreement and the other Loan Documents, which shall be in amounts, types and terms and conditions reasonably satisfactory to the Administrative Agent; (d) The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral; provided, that perfection of such Liens shall be a condition under this Section 4.01 solely to the extent that perfection can be accomplished by the delivery of pledged certificated securities, the filing of a financing statement under the UCC or the filing of a short-form intellectual property security agreement with the U.S. Patent and Trademark Office or the U.S. Copyright Office; (e) The Administrative Agent shall have received from each Credit Party executing a Loan Document, a completed and executed Agency Account AgreementsPerfection Certificate and the results of UCC and intellectual property searches with respect to the Collateral, indicating no Liens other than Permitted Liens and otherwise in form and substance reasonably satisfactory to the Administrative Agent; (f) The Administrative Agent shall have received an unaudited pro forma consolidated balance sheet of the Borrower and related pro forma statement of income as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least forty-five days prior to the Closing Date (or if the end of the most recently completed four-fiscal quarter period is the end of a Fiscal Year, ended at least ninety days before the Closing Date), prepared after giving effect to as if the Closing Date Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such income statement) and each such pro forma financial statement shall be prepared in good faith by the Borrower; (g) The Administrative Agent shall have received an officer’s certificate of the Borrower dated as of the Closing Date and signed by each a Financial Officer as to the Solvency of the Credit Parties and their Restricted Subsidiaries, on a consolidated basis, immediately after giving effect to the Loans hereunder, the Closing Date Transactions and the other transactions contemplated hereby occurring on the Closing Date; (h) After giving effect to the Closing Date Transactions, all Indebtedness for borrowed money of Parent, the Borrower and their Restricted Subsidiaries (other than Indebtedness permitted under Section 7.02(c) or Section 7.02(d)) shall be repaid in full in cash, all related commitments shall be terminated and all liens, if any, in connection therewith shall be released; (i) The Administrative Agent shall have received an initial Loan Advance Request and disbursement instructions from the Borrower, indicating how the proceeds of the Loans to be made on the Closing Date are to be disbursed; (j) The Administrative Agent shall have received at least three Business Days prior to the Closing Date all information reasonably requested by it in writing five Business Days prior to the Closing Date under applicable parties thereto“know-your-customer” and anti-money laundering rules and regulations, for each deposit account or securities account including without limitation, the PATRIOT Act; (k) Any fees required to be subject paid under the Loan Documents on or before the Closing Date (including any such fees required by the Fee Letter) shall have been paid; (l) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent); (m) The aggregate amount of commitments under the ABL Credit Agreement is $50,000,000 or less and the borrowings thereunder as of the Closing Date is $25,000,000 or less. The ABL Credit Agreement and other ABL Loan Documents in connection therewith are satisfactory to the Administrative Agent; and (n) The Specified Representations shall be true and correct in all material respects (but without any duplication of any materiality qualifications) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an Agency Account earlier date, in which case they shall be true and correct in all material respects (but without any duplication of any materiality qualifications) as of such earlier date. Each of the VIP Petcare Acquisition Agreement pursuant Representations shall be true and correct in all material respects (but without duplication of any materiality qualifications) on and as of the dates specified in the VIP Petcare Acquisition Agreement. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or reasonably acceptable or satisfactory to such Person unless the Administrative Agent shall have received notice from such Person prior to the terms of Section 6.16 hereofproposed Closing Date specifying its objection thereto.

Conditions to the Closing Date. The obligation of each Term Loan Lender to make its initial Loans any Loan hereunder is subject to satisfaction (or waiver) of the following conditions precedent to the Administrative Agent satisfactionprecedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management Responsible Officer of the signing Credit Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Term Loan Lenders: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Agreement and the Credit Parties, and Guaranty; (Bii) a Note executed counterparts by the Borrower in favor of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Term Loan Lender who requests requesting a Note; (iiiii) an officer’s certificate the Super Priority Intercreditor Agreement, duly executed by each of the parties thereto; (iv) the Fee Letters, duly executed by each Credit Party executing a of the parties thereto; (v) the Security Agreement, duly executed by each Loan DocumentParty, together with: (A) certifying and attaching trueproper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Required Lenders may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, correct and complete copies of: (1) covering the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from Collateral described in the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and Security Agreement, (B) certifying UCC and Lien searches and other evidence satisfactory to the incumbency of members Administrative Agent (acting at the direction of the Senior Management Required Lenders) that Liens in favor of the Administrative Agent are the only Liens upon the Collateral, except Liens permitted under Section 7.01; and (C) Evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Required Lenders may deem necessary or desirable in order to perfect the Liens created thereby (including the receipt of duly executed intellectual property security agreements with respect to the issued, registered and applied for IP Rights included in the Collateral); (vi) such Credit certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Required Lenders may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Loan Party is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafterparty; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (ivvii) a favorable legal written opinion of Xxxxxxx Xxxx Weil, Gotshal & Xxxxxxxxx Mxxxxx LLP, special New York counsel to the Credit Loan Parties, addressed to the Administrative Agent and each Term Loan Lender, as to the matters concerning the Credit Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request; and; (vviii) such documents and certifications as the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) a certificate of signed by a member of the Senior Management Responsible Officer of the Borrower certifying that (1A) the condition specified representations and warranties of the Borrower and each other Loan Party contained in Sections 4.02(b) has been satisfiedArticle V or any other Loan Document, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the aggregate, a Closing Date except to the extent that (i) such representations and warranties are qualified by materiality or reference to “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects, and (3ii) that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualification applicable thereto) as of such earlier date; provided that for purposes of this clause (viii), the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(b), and (B) no Default or Event of Default shall exist, or would result from any proposed Borrowing or from the application of the proceeds thereof; (x) a Funding Notice in accordance with the requirements hereof; (xi) the Initial Approved Budget; (xii) [reserved]; (xiii) Subject to Section 6.18, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) evidence that the Third Supplemental Indenture, Ascribe Consent Letter and Closing Date ABL Amendment shall have been (or shall concurrently be) entered into by the Borrower, in each case on terms and conditions satisfactory to each of the Term Loan Lenders; and (xv) such other assurances, certificates, documents, consents, or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) [Reserved.] (i) All fees and expenses required to be paid to the Administrative Agent on or before the Closing Date pursuant to the Agency Fee Letter shall have been paid and (ii) all fees required to be paid to the Administrative Agent on behalf of the Term Loan Lenders on or before the Closing Date pursuant to the Fee Letters shall have been paid. (d) The Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent), the Specified Lender Advisors, the Ad Hoc Group of Term Loan Lenders and, solely on account of its reasonable fees relating to this Agreement, the Super Priority Intercreditor Agreement and all related documentation, Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP, as counsel to Ascribe, to the extent invoiced at least one Business Day prior to or on the Closing Date pursuant to the Fee Letters or otherwise. (e) All consents, licenses, approvals, waivers, acknowledgements and approvals other agreements required in connection with the execution, delivery and performance by each Credit Party such Loan Party, and the validity against each Credit Party such Loan Party, of the Loan Documents to which such Credit Party it is a party have been obtainedshall be in full force and effect. (bf) There shall have been appointed one (1) independent director to the board of directors of the Borrower and the existing special restructuring committee of its board of directors acceptable to the Borrower and the Ad Hoc Group of Term Loan Lenders. (g) The Borrower shall have provided, in form and substance satisfactory to the Ad Hoc Group of Term Loan Lenders, all non-privileged minutes of meetings of the board of directors of the Borrower, all non-privileged presentations and materials provided during such meetings, and any other non-privileged documents presented to the board of directors of the Borrower at any time within the period that is two (2) years prior to the Closing Date. (h) The Borrower shall have provided, in form and substance satisfactory to the Administrative Agent or any Term Loan Lender, as applicable, all documentation and other information as the Administrative Agent or any Term Loan Lender deems appropriate in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If the Borrower or any other Loan Party qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification to the Administrative Agent and the Term Loan Lenders upon request. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Term Loan Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received duly executed Agency Account Agreements, signed notice from such Term Loan Lender prior to the proposed Closing Date specifying its objection thereto. The acceptance by the Borrower of the Loans shall conclusively be deemed to constitute a representation by the Borrower that each of the conditions precedent set forth in this Section 4.01 shall have been satisfied in accordance with its respective terms or has been irrevocably and expressly waived by the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereofPerson.

Conditions to the Closing Date. The obligation occurrence of each Lender to make its initial Loans the Closing Date hereunder is subject to satisfaction of the following conditions precedent precedent, except as otherwise agreed to between the Borrower and the Administrative Agent satisfactionAgent: (a) The Administrative Agent receipt of shall have received the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a member Responsible Officer of the Senior Management of the signing Credit PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement; (ii) a certificate, sufficient executed by an officer of the Borrower in number for distribution form and substance reasonably satisfactory to the Administrative Agent, each Lender attaching: (i) a copy of the resolutions, in form and substance reasonably satisfactory to the Credit PartiesAdministrative Agent, of the board of directors (or similar body) of the Borrower (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of this Agreement (and any other agreements relating thereto) and (B) executed counterparts the extensions of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; credit contemplated hereunder; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formationincorporation and bylaws (or memorandum and articles, or other documents of similar import pursuant to the laws of the Borrower’s jurisdiction of organization) of the Borrower; (iii) a certificate of incorporation, articles of incorporation good standing (or such equivalent thereofother document of similar import as may be acceptable to the Administrative Agent) of such Credit Party, and, where applicable, certified as of a recent date with respect to the Borrower from the Secretary secretary of State state (or applicable Governmental Authoritycomparable body) of the jurisdiction in which such Credit Party the Borrower is incorporated or formedorganized, (2) the by-laws, limited liability company agreement, articles dated as of association, partnership agreement or other applicable Governing Document of such Credit Party, a recent date and (3iv) the resolutions or votes an incumbency certificate executed by Responsible Officers of the board Borrower evidencing the identity, authority and capacity of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party each Responsible Officer authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Party the Borrower is a party party. In addition, the Administrative Agent shall have received such other certificates and providing a specimen signature instruments from the Borrower or any of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafterits Subsidiaries or Affiliates as reasonably requested; (iii) such documents a legal opinion from (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Borrower and certifications as (B) Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, P.C., Nevada counsel to the Borrower, in each case, reasonably satisfactory to the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicableAgent; (iv) a favorable legal opinion certificate signed by a Responsible Officer of Xxxxxxx Xxxx & Xxxxxxxxx LLPthe Company certifying that there has been no change, special New York counsel effect, event or occurrence since March 31, 2007, that has had or could reasonably be expected to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably requestresult in a Material Adverse Effect; and (v) a certificate of a member of attesting to the Senior Management Solvency of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, from a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party Responsible Officer of the Loan Documents to which such Credit Party is a party have been obtainedBorrower. (b) The Administrative Agent All representations and warranties made by the Borrower herein and in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have received duly executed Agency Account Agreementsbeen true and correct in all material respects as of such earlier date); (c) No Default or Event of Default shall result from the Borrower’s entering into this Agreement or performance of its Obligations hereunder; (d) All costs, signed by each of the applicable parties thereto, for each deposit account or securities account fees and expenses required to be subject to an Agency Account Agreement pursuant paid hereunder (including costs, fees, expenses, disbursements and other charges of counsel) and invoiced on or prior to the terms of Section 6.16 hereofClosing Date shall have been paid in full in cash.

Conditions to the Closing Date. The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof. (c) The Administrative Agent shall have received a duly completed Borrowing Base Certificate together with such supporting materials as requested by the Administrative Agent, dated as of the Closing Date, demonstrating that Excess Availability is equal to or greater than $3,500,000 more than the greater of (i) $3,000,000 and (ii) 7.5% of the Line Cap as of the Closing Date after giving effect to (A) the funding of the Term Loan hereunder and (B) the consummation of the transactions and payment of all fees and expenses in connection therewith, with a certification that all accounts payable, lease payments, payments due under Indebtedness (other than the Obligations) and taxes, in each case which are due and payable at such time have been paid current and excluding good faith disputes and any other items disclosed to the Administrative Agent in writing prior to the Closing Date and approved by the Administrative Agent. (d) The Administrative Agent shall have received certificates of insurance from an independent insurance broker naming the Administrative Agent as additional insured or lender’s loss payee thereunder, identifying insurers, types of insurance, insurance limits, and policy terms, and otherwise describing the insurance obtained in accordance with the provisions of this Agreement and the other Loan Documents, which shall be in amounts, types and terms and conditions reasonably satisfactory to the Administrative Agent. (e) The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral. (f) The Administrative Agent shall have received from each Credit Party executing a Loan Document, a completed and executed Closing Date Perfection Certificate and the results of UCC and intellectual property searches with respect to the Collateral, indicating no Liens other than Permitted Liens and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received a payoff letter in form and substance satisfactory to the Administrative Agent evidencing that the Specified Existing Debt has been or concurrently with the Closing Date shall be repaid in full, together with such other financing statement terminations, notices of termination and releases, requested by the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate of the Borrower dated as of the Closing Date and signed by a Financial Officer as to the Solvency of the Credit Parties and their Subsidiaries, on a consolidated basis, immediately after giving effect to the Loans hereunder and the other transactions contemplated hereby occurring on the Closing Date. (i) The Administrative Agent shall have received a business plan and integrated multi-year projections of the Parent and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Parent and the other Credit Parties, in form and substance acceptable to the Administrative Agent, of (i) Excess Availability and (ii) consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries through the Fiscal Year ending December 31, 2023 and 2024 on a month-by-month basis and quarterly for each Fiscal Year thereafter through and including the Fiscal Year ending December 31, 2028. (j) The Administrative Agent shall have been satisfied with results of all business and legal due diligence, including, without limitation: (i) the capital structure of the Credit Parties and their Affiliates; (ii) the results of commercial finance examinations (including a “bring down” commercial field exam); (iii) the financial statements and projections referred to in Section 5.02; (iv) all background checks on Senior Management, documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation, in each case, to the Administrative Agent’s reasonable satisfaction; and (v) to the extent a Credit Party constitutes a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by any Lender, a completed Beneficial Ownership Certification in relation to each such Credit Party. (k) The Administrative Agent shall have received evidence to its satisfaction of the closure of all of the Credit Parties’ bank accounts other than those listed on Schedule 10 to the Closing Date Perfection Certificate. (l) [Reserved]. (m) The Administrative Agent shall have received (i) an initial Borrowing Request Notice and disbursement instructions from the Borrower, indicating how the proceeds of the Term Loans are to be disbursed and (ii) a sources and uses and funds flow memorandum, in each case, in form, scope and substance reasonably satisfactory to the Administrative Agent. (n) Any fees required to be paid under the Loan Documents on or before the Closing Date shall have been paid. (o) The Borrower shall have paid out of the proceeds of the initial funding of the Term Loans all fees, charges and disbursements of counsel to the Administrative Agent, the Lenders and the Arranger to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, the Lenders and the Arranger). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or reasonably acceptable or satisfactory to such Person unless the Administrative Agent shall have received notice from such Person prior to the proposed Closing Date specifying its objection thereto.

Conditions to the Closing Date. The obligation of each Term Lender to make its initial Term Loans hereunder is subject to satisfaction of the following conditions precedent (unless otherwise identified in Section 6.18) to the Administrative Agent Agent's satisfaction: (a) The Administrative Agent Agent's receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “"PDF” " or “"TIF” " via electronic mail) (), followed promptly by originals) , unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Term Lender and the Credit Parties, Borrowers and (B) executed counterparts of each Security Document Loan Document, sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteBorrowers; (ii) an officer’s 's certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, or articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction state in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s 's entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification in such jurisdiction other than those, with respect to this clause (B) the failure to maintain would not give rise to a Material Adverse Effect; (iv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Term Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and; (v) a certificate of a member of the Senior Management of the Borrower Representative (A) certifying that (1) the condition conditions specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect4.01(p), and (3q) have been satisfied and (2) all consents, licenses, licenses and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained, and that such consents, licenses and approvals shall be in full force and effect (including, without limitation, consents, approvals and/or amendments necessary under any document or instrument evidencing any Indebtedness of any Credit Party); and (B) certifying that the conditions specified in Sections 4.01(r), (s), (x) and (y) have been satisfied. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, pursuant to Section 6.16, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.;

Conditions to the Closing Date. The effectiveness of this Agreement and the obligation of the L/C Issuer and each Lender to make its initial Loans Credit Extension hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfactionprecedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) copies (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management Responsible Officer of the signing Credit Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) (A) executed counterparts of this Agreement, sufficient ; (ii) a Note executed by the Borrower in number for distribution to the Administrative Agent, favor of each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests requesting a Note; (iiiii) an officer’s certificate deeds of trust, mortgages, leasehold deeds of trust and leasehold mortgages (or amendments to existing deeds of trust, mortgages, leasehold deeds of trust and leasehold mortgages) listed on Schedule 4.01 (together with each Credit Party executing a other mortgage delivered pursuant to Section 6.13, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan DocumentParty, together with: (A) certifying evidence that counterparts of the Mortgages have been duly executed, acknowledged and attaching truedelivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing, correct documentary, stamp, intangible and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (recording taxes and fees have been or such equivalent thereof) of such Credit Partywill be paid upon recording, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying evidence that all other action that the incumbency Administrative Agent and Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (iv) proper Financing Statements in form appropriate for filing under the UCC of members all jurisdictions that the Administrative Agent and Collateral Agent may deem necessary in order to perfect the Liens created under the Pledge and Security Agreement, covering the Collateral described in the Pledge and Security Agreement; (v) evidence of the Senior Management completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that the Administrative Agent or Collateral Agent may deem necessary in order to perfect (or maintain the perfection of) the Liens created thereby; (vi) such Credit certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Loan Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafterparty; (iiivii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party executing a is duly organized or formed, and that each Loan Document Party is validly existing and existing, in good standing (and qualified to engage in business in each jurisdiction where applicable) in its jurisdiction ownership, lease or operation of incorporation properties or formation, as applicablethe conduct of its business requires such qualification; (ivviii) a favorable legal opinion of Xxxxxxx Xxxx Xxxxxxxxx & Xxxxxxxxx Xxxxxxxx LLP, special New York counsel to the Credit Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Credit Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; and; (vix) the Initial Financial Statements; (x) certificates or binders evidencing Loan Parties’ insurance in effect on the date hereof naming the Collateral Agent as loss payee and additional insured; (xi) a certificate signed by a Responsible Officer of a member of General Partner certifying (A) the Senior Management representations and warranties of the Borrower certifying and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (1B) no Default exists on the condition specified in Sections 4.02(bClosing Date and (C) has been satisfied, (2) that there has been no event or circumstance since December 31, 2023 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and ; (3xii) all consents, licenses, and approvals required in connection with a certificate attesting to the execution, delivery and performance by each Credit Party and the validity against each Credit Party Solvency of the Loan Documents Parties (taken as a whole) after giving effect to which the initial Credit Extension hereunder, from the chief financial officer, chief accounting officer, treasurer or controller of General Partner; (xiii) all documentation and other information required by each Lender with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by any Lender or the Administrative Agent in advance of the Closing Date; and (xiv) such Credit Party is a party have been obtainedother assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (bi) All fees required to be paid to the Administrative Agent, the Co-Documentation Agents and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each evidence satisfactory to it that (A) all Loans (as defined in the Existing Credit Agreement) of the applicable parties theretoLenders (as defined in the Existing Credit Agreement) which will not execute and deliver this Agreement (and will not have a Revolving Credit Commitment hereunder) (“Exiting Lenders”) shall have been or shall concurrently with the initial Credit Extension hereunder be repaid in full, together with any accrued interest thereon and any accrued fees payable to such Exiting Lenders under the Existing Credit Agreement to but excluding the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each deposit account Lender that has signed this Agreement shall be deemed to have consented to, approved or securities account required accepted or to be subject satisfied with, each document or other matter required thereunder to an Agency Account Agreement pursuant be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the terms of Section 6.16 hereofproposed Closing Date specifying its objection thereto.

Conditions to the Closing Date. The obligation effectiveness of each Lender to make its initial Loans hereunder this Agreement on the Closing Date is subject to the satisfaction of the following conditions precedent to the Administrative Agent satisfactionprecedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management Responsible Officer of the signing Credit Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Lender, the Borrower and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteGuarantor; (ii) an officer’s certificate resolutions, written consents, incumbency certificates and/or other organizational documents certified by a Responsible Officer of each Credit Loan Party executing in a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act form substantially consistent with those delivered in connection with this Agreement and the other Prepetition Term Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafterAgreement; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing certificates (where applicable) in its jurisdiction of incorporation or formationsimilar document, as applicableapplicable in the applicable jurisdiction) for each Loan Party; (iv) a favorable legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) certificate signed by a certificate of a member of the Senior Management Responsible Officer of the Borrower certifying (i) that (1) the condition conditions specified in Sections 4.02(b) has been satisfied), (2c), (h) and (i) have been satisfied and (ii) that there has been no event or circumstance since December 31June 30, 2023 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect other than events or circumstances that affect the oil field service industry generally; (A) the DIP Budget and (3B) the initial Rolling Budget; (vi) a Note executed by the Borrower in favor of each Lender requesting a Note; (vii) the Fee Letter executed by the parties thereto; (viii) executed counterparts of the Security Agreement, in form and substance satisfactory to the Lenders, duly executed by the parties thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; provided that the foregoing shall be deemed to be satisfied to the extent such certificates or instruments in existence on the Closing Date have been delivered to the Pre-Petition Term Loan Administrative Agent, and (B) Uniform Commercial Code financing statements in form appropriate for filing in all consentsjurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, licensescovering the Collateral described in the Security Agreement. (ix) unless the Administrative Agent shall have otherwise agreed to that the following requirements may be satisfied after the Closing Date pursuant to arrangements to be agreed, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and approvals required is in connection effect, together with the executioncertificates of insurance, delivery naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and performance by each Credit Party and the validity against each Credit Party properties of the Loan Documents to which such Credit Party is a party have been obtainedParties that constitute Collateral. (b) The Administrative Agent shall have received duly executed Agency Account Agreementsnot less than three Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, signed including the USA PATRIOT Act that has been requested by the Administrative Agent in writing not less than five Business Days prior to the Closing Date. (c) The Restructuring Support Agreement shall become effective and binding pursuant to Section 12 thereof, and shall not have been terminated. (d) The Acceptable Plan of Reorganization and the Acceptable Disclosure Statement shall have been filed in each of the applicable parties theretoCases on the Petition Date. (e) The Cases of any of the Debtors shall have not been dismissed or converted to cases under Chapter 7 of the Bankruptcy Code. (f) No trustee under Chapter 11 of the Bankruptcy Code or examiner with enlarged powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code shall have been appointed in any of the Cases of the Debtors. (g) All “first day” orders and all related pleadings intended to be entered on or prior to the date of entry of the Interim Order shall have been entered by the Bankruptcy Court, shall not have been modified, stayed or vacated (except with the consent of the Required Lenders, and shall be reasonably satisfactory in form and substance to the Required Lenders, [it being understood that drafts approved by counsel to the Required Lenders prior to the Petition Date are reasonably satisfactory.] (h) Within four business days after the Petition Date (or such later date as the Required Lenders may agree in their sole discretion), the Bankruptcy Court shall have entered the Interim Order. (i) The Borrower shall have made no payments after the Petition Date on account of any Indebtedness arising prior to the Petition Date unless such payment is made (i) with the consent of the Required Lenders in their sole discretion or (ii) pursuant to “first day” orders reasonably acceptable to the Required Lenders. (j) The entry into this Agreement and the other Loan Documents shall not violate any requirement of law and shall not be temporarily, preliminarily or permanently enjoined. (k) The unrestricted cash balances and Cash Equivalents of the Borrower and its consolidated Subsidiaries shall not be less than $2,500,000. (l) The Borrower shall have satisfied all requirements set forth in Section 4.02 with respect to the Initial Advance and shall have borrowed the Initial Advance substantially simultaneously with the satisfaction of the conditions set forth in this Section 4.01. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each deposit account Lender that has signed this Agreement shall be deemed to have consented to, approved or securities account required accepted or to be subject satisfied with, each document or other matter required thereunder to an Agency Account Agreement pursuant be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the terms of Section 6.16 hereofproposed Closing Date specifying its objection thereto.

Conditions to the Closing Date. The obligation This Agreement shall become effective and the obligations of each Lender the Lenders to make its initial the Initial Term Loans hereunder is subject to satisfaction in respect of the Initial Term Commitments on the Closing Date shall become effective on the date on which each of the following conditions precedent to is satisfied (or waived by the Administrative Agent satisfaction:Requisite Lenders). (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each Lender received, in form and substance reasonably satisfactory to it and its counsel, each of the Administrative Agentfollowing duly executed and delivered: (i) (A) each of the Loan Documents to be executed counterparts of this Agreement, sufficient in number for distribution to on the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteClosing Date; (ii) an officer’s from each Loan Party which is a party to any Loan Documents, a certificate dated as of each Credit the Closing Date executed by two (2) authorized officers, or as the context may require, two (2) directors of such Loan Party executing a Loan Document, certifying and attaching: (A) certifying and attaching truecopies of the Organization Documents of such Loan Party, correct together with all amendments thereto (including, without limitation, a true and complete copies of: (1) copy of the charter, certificate of formation, certificate of incorporation, articles limited partnership or other publicly filed organizational document of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, each Loan Party certified as of a recent date from not more than thirty (30) days prior to the Secretary of State (or applicable Governmental Authority) Closing Date by an appropriate official of the jurisdiction of organization of such Loan Party which set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in which such Credit jurisdiction), (B) a copy of the resolutions or written consents (1) of such Loan Party is incorporated or formedauthorizing the borrowings hereunder, and (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, Loan Party authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by such Loan Party of each Credit Loan Document to which such Loan Party is or will be a party and the validity against execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Credit Loan Document to which such Loan Party is or will be a party and the other documents executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers, (D) [Reserved] and (E) with respect to the Borrower and the Loan Parties that are Domestic Subsidiaries, a certificate of the Secretary of State or other appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, in each U.S. state of foreign qualification of such Loan Party certifying as of a recent date not more than fifteen (15) days prior to the Closing Date as to the existence or subsistence in good standing of such Loan Party in such jurisdictions, in each case to the extent generally available in such jurisdictions; (iii) a duly executed officer’s certificate of the Borrower certifying that the conditions specified in Section 3.01(c), (d), (f), (g), (h), (i), (j), (l)(ii), (n), (o) and (p) have been satisfied. (iv) evidence of the insurance coverage and endorsements required by Section 6.13 and the terms of the Collateral Documents and such other insurance coverage with respect to the business and operations of the Loan Documents Parties as the Collateral Agent may reasonably request]; (v) a duly executed Notice of Borrowing from the Borrower with respect to which the Initial Term Loans in respect of the Initial Term Commitments; (vi) [reserved] (vii) such Credit Party is a party have been obtainedother documents, evidence and information as the Administrative Agent reasonably requires. (b) The Administrative Agent Roll-Up shall have received duly executed Agency Account Agreementsbeen consummated, signed by each or will be consummated substantially concurrently with the funding of the applicable parties theretoInitial Term Loans; (c) All the representations and warranties contained in Article V shall be true and correct in all material respects (or, for each deposit account or securities account required if qualified by materiality, in all respects) on and as of the Closing Date; provided that, to be subject the extent that such representations and warranties specifically refer to an Agency Account Agreement pursuant earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to the terms of Section 6.16 hereof.“materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects;

Conditions to the Closing Date. The obligation of the L/C Issuer and each Lender to make its initial Loans Credit Extension hereunder is subject to satisfaction of the following conditions precedent (unless otherwise identified in Section 6.20) to the Administrative Agent and the Arranger's satisfaction: (a) The Administrative Agent and the Arranger's receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arranger: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, Borrowers and (B) executed counterparts of the each Security Document Document, the Administrative Agent's Fee Letter, the Fee Letter, the Second Lien Intercreditor Agreement, the Canadian Intercreditor Agreement and each Subordination Agreement sufficient in number for distribution to the Administrative Agent Agent, the Arranger and the Credit Parties, and an Borrowers; (ii) a Note executed Note for by the Borrowers in favor of each Lender who requests requesting a Note; (iiiii) an officer’s 's certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, or articles of incorporation or memorandum and articles of association (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the state or foreign jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s 's entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iiiiv) such documents and certifications as the Administrative Agent and the Arranger may require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification (other than any jurisdiction to the extent the Credit Parties ownership, lease or operation of properties or the conduct of business consists solely of the operation of retail stores numbering four (4) or fewer) in such jurisdiction; (ivv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent or the Arranger may reasonably request; and. (vvi) a certificate of a member of the Senior Management of the Borrower Representative certifying that (1A) the condition conditions specified in Sections 4.02(b4.02(a), (b), (c) has and (d) have been satisfied, (2B) there has been no event or circumstance since December 31, 2023 the Balance Sheet Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (3C) all consents, licenses, licenses and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained, and that such consents, licenses and approvals shall be in full force and effect (including, without limitation, consents, approvals and/or amendments necessary under any document or instrument evidencing any Indebtedness of any Credit Party). (b) The Administrative Agent and the Arranger shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 6.17 hereof.

Conditions to the Closing Date. The obligation of the L/C Issuer and each Lender to make its initial Loans Credit Extension hereunder is subject to satisfaction of the following conditions precedent (unless otherwise identified in Section 6.20) to the Administrative Agent and the Arranger’s satisfaction: (a) The Administrative Agent and the Arranger’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arranger: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, Borrowers and (B) executed counterparts of each Security Document Document, the Senior Notes Intercreditor Agreement, and the Canadian Intercreditor Agreement sufficient in number for distribution to the Administrative Agent Agent, the Arranger and the Credit Parties, and an Borrowers; (ii) a Note executed Note for by the Borrowers in favor of each Lender who requests requesting a Note; (iiiii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, or articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction state in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iiiiv) such documents and certifications as the Administrative Agent and the Arranger may require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification (other than any jurisdiction to the extent the failure to so qualify could not reasonably be expected to have a Material Adverse Effect) (and in any event excluding any jurisdiction to the extent the Credit Parties ownership, lease or operation of properties or the conduct of business consists solely of the operation of retail stores numbering four or fewer) in such jurisdiction; (ivv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent or the Arranger may reasonably request; and. (vvi) a certificate of a member of the Senior Management of the Borrower Representative certifying that (1A) the condition conditions specified in Sections 4.02(b4.02(a), (b), (c) has and (d) have been satisfied, (2B) there has been no event or circumstance since December 31, 2023 the Balance Sheet Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3C) all consents, licenses, licenses and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained, and that such consents, licenses and approvals shall be in full force and effect (including, without limitation, consents, approvals and/or amendments necessary under any document or instrument evidencing any Indebtedness of any Credit Party), and (D) as to the matters set forth in Sections 4.01(s), (t) and (u). (b) The Administrative Agent and the Arranger shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 6.17 hereof. (c) The Administrative Agent and the Arranger shall have received a Lien Waiver for each location identified on Schedule 4.01(c). (d) The Administrative Agent and the Arranger shall have received a duly completed Borrowing Base Certificate dated as of the Closing Date, showing Overall Excess Availability (after giving effect to the Transactions) of at least $15,000,000 (after deducting trade payables more than 60 days past due and taxes, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales except those trade payables, taxes, expenses and liabilities being contested in good faith and by appropriate proceedings and for which the Credit Parties have set aside on their books reasonably adequate provisions therefrom in accordance therefor). (e) The Administrative Agent and the Arranger shall have received copies of policies and certificates of insurance and endorsements from an independent insurance broker naming the Administrative Agent as additional insured or lender’s loss payee thereunder, identifying insurers, types of insurance, insurance limits, and policy terms, and otherwise describing the insurance obtained in accordance with the provisions of this Agreement and the other Loan Documents, which shall be in amounts, types and terms and conditions reasonably satisfactory to the Administrative Agent and the Arranger. (f) The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority (except in priority only to Permitted Specified Liens with respect to Receivables and Inventory and to Permitted Senior Liens with respect to other Collateral) security interest in and Lien upon the Collateral. (g) The Administrative Agent and the Arranger shall have received from each Credit Party executing a Loan Document, a completed and executed Perfection Certificate and the results of UCC and intellectual property searches with respect to the Collateral, indicating no Liens other than Permitted Liens and, in each case, otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Arranger. (h) The Administrative Agent and the Arranger shall have received (i) an officer’s certificate, dated as of the Closing Date and signed by a member of the Senior Management of the Borrower Representative, certifying and attaching true, correct and complete copies of the each of the Senior Notes Documents and as to the matters set forth in Section 4.01(m), and (ii) an officer’s certificate, dated as of the Closing Date and signed by a member of the Senior Management of Holdings, certifying and attaching true, correct and complete copies of (x) each of the Canadian Documents referred to in clauses (i) and (ii) of the definition thereof and (y)

Conditions to the Closing Date. The obligation obligations of each Lender the Lenders to make its initial Loans hereunder is subject to satisfaction shall become effective on the first date when each of the following conditions precedent to the Administrative Agent satisfaction:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent receipt of shall have received the following, each of which shall be originals originals, telecopies or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) copies (followed promptly by originals) unless otherwise specified, each properly executed by a member Responsible Officer of the Senior Management of the signing Credit PartyBorrower, each dated a date on or prior to the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an Arranger: (i) executed Note for each Lender who requests a Notecounterparts of this Agreement from the Borrower; (ii) an officer’s certificate a promissory note executed by the Borrower in favor of each Credit Party executing Lender requesting three Business Days in advance a promissory note evidencing the Loan Documentprovided by such Lender; (iii) such certificates of resolutions or other action, (A) certifying and attaching true, correct and complete copies of: (1) the certificate incumbency certificates and/or other certificates of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) Responsible Officers of the jurisdiction in which such Credit Party is incorporated or formedBorrower as the Administrative Agent may reasonably require evidencing the identity, (2) the by-laws, limited liability company agreement, articles authority and capacity of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Party the Borrower is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicableparty; (iv) a certificate of good standing for the Borrower from its jurisdiction of organization; (v) a certificate signed by the Chief Financial Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied; and (vi) a favorable legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit PartiesBorrower, and the general counsel of the Borrower, addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtainedAgent. (b) The Borrower shall have paid all fees then due and payable under the Fee Letter. (c) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of a Borrowing Request in accordance with the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms requirements of Section 6.16 2.03 hereof.

Conditions to the Closing Date. The obligation Subject to Section 12 below, this Amendment shall become a binding agreement of the parties hereto and the agreements set forth herein shall become effective on the date (the “Closing Date”) on which each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfactionis satisfied or waived: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: have received from (i) the Borrower and each other Loan Party (A) executed counterparts other than API Group Treasury Limited and API Group Xxxxx Limited, together the “Post-Closing Loan Parties”), a counterpart of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit PartiesAmendment signed on behalf of such party, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate the 2024 Incremental Term Loan Lenders, a counterpart of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) this Amendment signed on behalf of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or other similar officer or foreign representative of the Borrower and each other Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the (if applicable) board of directors, board of supervisory directors and/or shareholders (or equivalent governing body) and, if applicable, a copy of any request for works council advice and positive and unconditional works council advice of the Borrower and each such Loan Party authorizing the execution, delivery and performance of this Amendment (and the Loan Documents or other documents executed in connection therewith or herewith in each case as amended on the Closing Date), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each Loan Party party hereto certified by the relevant authority of the jurisdiction of organization of such Loan Party (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and copies of the by-laws or operating, management, partnership or similar agreement (to the extent applicable and/or relevant and available in the jurisdiction of organization of such Loan Party) of each Loan Party party hereto and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) (or, if applicable, a certification that there has been no change to the organizational documents of such entity previously delivered to the Administrative Agent on October 1, 2019, October 22, 2020, May 4, 2021, January 3, 2022, April 1, 2022, March 23, 2023 or October 11, 2023 (or, with respect to each Loan Party joined on any other date, the date that such organizational documents previously delivered to the Administrative Agent on the date of the relevant joinders), and that such organizational documents remain in full force and effect as of the Closing Date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of the Borrower and each such Loan Party and (iv) the good standing (or subsistence or existence) of the Borrower and each such Loan Party from the Secretary of State (or similar state, province or foreign official) of the state, province or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party); provided that, with respect to Loan Parties organized outside of the United States, to the extent the foregoing cannot be provided on the Closing Date after the Borrower’s exercise of commercially reasonable efforts to do so, the foregoing may be provided within thirty (30) days after the Closing Date (or such longer period as agreed by the Administrative Agent in its reasonable discretion). (c) On or substantially concurrently with the Closing Date, the Borrower shall have paid to the Administrative Agent all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent required in connection with this Amendment pursuant to Section 11.04 of the Existing Credit Agreement and the reasonable and documented fees, disbursements and other charges of one firm of counsel, Xxxxxx & Xxxxxxx LLP, plus one local counsel in each appropriate jurisdiction. (d) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to the Borrower, and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) to the extent reasonably requested by the Administrative Agent, local counsel to the other Loan Parties party hereto (or the Lenders if customary in the relevant jurisdiction), as customary for transactions of this type; provided that, with respect to Loan Parties organized outside of the United States, to the extent the foregoing cannot be provided on the Closing Date after the Borrower’s exercise of commercially reasonable efforts to do so, the foregoing may be provided within thirty (30) days after the Closing Date (or such longer period as agreed by the Administrative Agent in its reasonable discretion). (e) Each relevant Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Term Loan Note, payable to the order of such Lender, duly executed Agency Account Agreementsby the Borrower. (f) To the extent requested at least 10 Business Days prior to the Closing Date, signed the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date. (g) The Administrative Agent shall have received a Committed Loan Notice with respect to the 2024 Incremental Term Loans; provided that such Committed Loan Notice may be provided by 9:30 a.m. New York City time on the Closing Date. (h) The Administrative Agent shall have received a solvency certificate from a financial officer of Holdings substantially in the form of Exhibit D attached to the Amended Credit Agreement, to the effect that, immediately before and after giving effect to the 2024 Incremental Term Loans and the other transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent (as defined in the Amended Credit Agreement). (i) The Administrative Agent shall have received an officer’s certificate certifying that (i) the representations and warranties of the applicable parties Loan Parties contained in Section 3 of this Amendment shall be true and correct in all materials respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, (ii) at the time of the Closing Date (and after giving effect thereto) no Default or Event of Default shall exist or would result from the 2024 Incremental Term Loans and (iii) that the condition set forth in Section 4(j) has been satisfied. (j) On or substantially concurrently with the Closing Date, for the Repurchase Agreement shall have become effective and the Repurchase shall have occurred and the Repurchase Shares (as defined in the Repurchase Agreement) of Holdings held by the 2024 Incremental Term Loan Lenders (or their respective Affiliates) pursuant to the Repurchase Agreement shall have been cancelled and retired. (k) (i) each deposit account or securities account 2024 Incremental Term Loan Lender that is a “United States Person” (as defined in Section 7701 of the Code) shall have delivered an Internal Revenue Service Form W-9 to the Administrative Agent and (ii) each 2024 Incremental Term Loan Lender that is a “Foreign Person” (as defined in Section 7701 of the Code) shall have delivered to the Administrative Agent (x) an Internal Revenue Service Form W-8 IMY and (y) a section 302 withholding certificate establishing the repurchase of shares is a substantially disproportionate redemption within the meaning of section 302(b)(2) of the Code. Each party hereto agrees that its respective signatures to this Amendment, once delivered, are irrevocable and may not be withdrawn. Each 2024 Incremental Term Loan Lender, by delivering its signature page to this Amendment, shall be deemed to have consented to, approved and accepted each term of the Amended Credit Agreement set forth in Section 1 hereof and shall be deemed satisfied with each document and each other matter required to be subject reasonably satisfactory to an Agency Account Agreement pursuant such 2024 Incremental Term Loan Lender unless, prior to the terms of Section 6.16 hereofClosing Date, the Administrative Agent receives notice from such 2024 Incremental Term Loan Lender specifying such 2024 Incremental Term Loan Lender’s objections.

Conditions to the Closing Date. The obligation This Agreement and the obligations of each Lender the Lenders to make its initial Loans and of the Issuing Banks to make LC Credit Extensions hereunder is subject to satisfaction shall become effective on the first date when each of the following conditions precedent to the Administrative Agent satisfaction:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent receipt of shall have received the following, each of which shall be originals originals, telecopies or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) copies unless otherwise specified, and each properly executed by a member Responsible Officer of the Senior Management of the signing Credit PartyBorrower (other than with respect to subclauses (iv) and (v) below), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before on or prior to the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to Agreement from the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteBorrower; (ii) an officer’s certificate a promissory note executed by the Borrower in favor of each Credit Party executing Lender requesting three Business Days in advance a promissory note evidencing the Loan Documentprovided by such Lender; (iii) such customary certificates of resolutions or other action, (A) certifying and attaching true, correct and complete copies of: (1) the certificate incumbency certificates and/or other certificates of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) Responsible Officers of the jurisdiction in which such Credit Party is incorporated or formedBorrower as the Administrative Agent may reasonably require evidencing the identity, (2) the by-laws, limited liability company agreement, articles authority and capacity of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Party the Borrower is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicableparty; (iv) a favorable legal certificate of good standing for the Borrower from its jurisdiction of organization; (v) a customary opinion of Xxxxxxx Xxxx Wachtell, Lipton, Xxxxx & Xxxxxxxxx LLPXxxx, special New York counsel to the Credit PartiesBorrower, addressed to the Administrative Agent and each Lender, Lender (as to matters concerning of the Credit Parties and the Loan Documents as the Administrative Agent may reasonably requestClosing Date); and (vvi) a certificate of signed by a member of the Senior Management Financial Officer of the Borrower certifying that (1) the condition conditions specified in Sections 4.02(bSection 4.02(a) has and (b) have been satisfied, . (2b) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or All reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and the Arrangers (in the aggregatecase of legal fees, limited to the reasonable and documented fees and expenses of a Material Adverse Effectsingle counsel for the Administrative Agent and the Arrangers) required to be paid on or before the Closing Date, in the case of expenses, to the extent invoiced at least two Business Days prior to the Closing Date, shall have been paid. The Borrower shall have paid all items then due and (3) all consents, licenses, and approvals required payable under any separate letter agreements with respect to fees payable on or prior to the Closing Date in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party syndication of the Loan Documents to which such Credit Party is a party have been obtainedLoans and Commitments. (bc) Solely in the event that the Borrower requests Borrowings on the Closing Date, the Administrative Agent shall have received a Borrowing Request in accordance with the requirements of Section 2.03 hereof. (d) The Administrative Agent shall have received duly executed Agency Account Agreementsreceived, signed at least three Business Days prior to the Closing Date, all documentation and other information regarding the Borrower required by each regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and, to the extent applicable, the Beneficial Ownership Regulation, to the extent requested in writing by any Lender at least ten Business Days prior to the Closing Date. (e) Prior to, or substantially concurrently with, the Closing Date, all principal, interest and fees due under the Existing Credit Agreement shall have been paid and all commitments thereunder shall have been terminated (the “Refinancing”). Upon the satisfaction or waiver of such conditions, the Administrative Agent shall notify the Borrower and the Lenders of the applicable parties theretoClosing Date in writing, for each deposit account or securities account required to and such notice shall be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereofconclusive and binding.

Conditions to the Closing Date. The effectiveness of this Agreement and the obligation of each Lender to make its initial Term Commitment and Term Loans hereunder on the Closing Date is subject solely to the satisfaction of the following conditions precedent to the Administrative Agent satisfaction:(or waiver of such conditions precedent in accordance with Section 10.01): (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals original, .pdf or facsimile copies or delivered by other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) method unless otherwise specified, each properly executed (if applicable) by a member Responsible Officer of the Senior Management of the each signing Credit Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders: (i) a Committed Loan Notice in accordance with the requirements hereof; (Aii) executed counterparts of this AgreementAgreement and the Guaranty; and (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, sufficient duly executed by each Loan Party thereto, together with certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in number for distribution blank and instruments evidencing the Pledged Debt endorsed in blank; (i) A certificate of each Loan Party, each dated the Closing Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that (1) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization (or equivalent) of such Loan Party certified by the relevant authority of its jurisdiction of organization (to the Administrative Agentextent reasonably avail-able in the applicable jurisdiction), each Lender (2) the certificate or articles of incorporation, formation or organization (or equivalent) of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (3) attached thereto is a true and correct copy of the Credit Partiesby-laws or operating, management, partner-ship or similar agreement of such Loan Party (if applicable), together with all amendments thereto as of the Closing Date, and such by-laws or operating, management, partnership or similar agreement are in full force and effect as of the Closing Date and (4) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) executed counterparts identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for each Security Document sufficient Loan Party from the relevant authority of its jurisdiction of organization (to the extent applicable in number for distribution such jurisdiction). (vi) an opinion from (i) Xxxxxx & Xxxxxxx LLP, New York counsel to the Loan parties and (ii) Xxxxx Day LLP, Ohio counsel to the Loan Parties, each in form and substance reasonably acceptable to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteRequired Lenders; (iivii) an officer’s a solvency certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) chief financial officer of the jurisdiction Borrower substantially in which such Credit Party is incorporated or formed, the form attached hereto as Exhibit K; (2viii) the by-laws, limited liability company agreement, articles of association, partnership agreement or evidence that all insurance (other applicable Governing Document of such Credit Party, and (3than title insurance) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into required to be maintained pursuant to the Loan Documents to which it is a party; and (B) certifying the incumbency of members as of the Senior Management of such Credit Party authorized to act Closing Date has been obtained and is in connection with this Agreement and the other Loan Documents to which such Credit Party is effect; (ix) a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on certificate, dated the Closing Date and thereafter; (iii) such documents and certifications executed by a Responsible Officer of the Borrower, certifying as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, addressed to satisfaction of the Administrative Agent conditions set forth in Sections 4.01(g) and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request(h); and (vx) a certificate copies of a member recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. (b) The Bankruptcy Court shall have entered the Confirmation Order in form and substance satisfactory to the Required Lenders and the Debtors, which Confirmation Order shall be in full force and effect and shall not have been vacated, reversed, modified, stayed or amended. (c) Since the date of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfiedConfirmation Order, (2) there has been no occurrence, development, change, event or circumstance since December 31, 2023 loss affecting the Borrower that has had had, or could would reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (bd) The Plan Effective Date (under and as defined in the TSA) shall have occurred in accordance with the terms thereof, and the documents required to be executed and delivered pursuant to Section 3 of the TSA shall have been so executed and delivered. (e) All fees and expenses required to be paid hereunder and invoiced at least two (2) Business Days before the Closing Date shall have been paid in full in cash. (f) The Administrative Agent shall have received duly executed Agency Account Agreementsat least two (2) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least four (4) Business Days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, signed including the USA Patriot Act. (g) The representations and warranties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or in all respects, if qualified by materiality or “Material Adverse Effect”), in each case, on and as of the applicable parties theretoClosing Date (unless such representations and warranties relate to an earlier date, for in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date (or in all respects, if qualified by materiality or “Material Adverse Effect”)). (h) At the time of and immediately after giving effect to the making of such Loan, no Event of Default has occurred and is continuing. For purposes of determining compliance with the conditions specified in this Section 4.01, each deposit account Lender that has signed this Agreement shall be deemed to have consented to, approved or securities account required accepted or to be subject satisfied with, each document or other matter required thereunder to an Agency Account Agreement pursuant be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the terms of Section 6.16 hereofproposed Closing Date specifying its objection thereto.

Conditions to the Closing Date. The obligation of each Term Lender to make its initial Term Loans hereunder is subject to satisfaction of the following conditions precedent (unless otherwise identified in Section 6.18) to the Administrative Agent Agent's satisfaction: (a) The Administrative Agent Agent's receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “"PDF” " or “"TIF” " via electronic mail) (), followed promptly by originals) , unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Term Lender and the Credit Parties, Borrowers and (B) executed counterparts of each Security Document Loan Document, sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteBorrowers; (ii) an officer’s 's certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, or articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction state in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s 's entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification in such jurisdiction other than those, with respect to this clause (B) the failure to maintain would not give rise to a Material Adverse Effect; (iv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Term Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and; (v) a certificate of a member of the Senior Management of the Borrower Representative (A) certifying that (1) the condition conditions specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect4.01(p), and (3q) have been satisfied and (2) all consents, licenses, licenses and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained, and that such consents, licenses and approvals shall be in full force and effect (including, without limitation, consents, approvals and/or amendments necessary under any document or instrument evidencing any Indebtedness of any Credit Party); and (B) certifying that the conditions specified in Section 4.01(r), (s), (x) and (y) have been satisfied. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, pursuant to Section 6.16, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.;

Conditions to the Closing Date. The obligation of each Term Lender to make its initial Term Loans hereunder is subject to satisfaction of the following conditions precedent (unless otherwise identified in Section 6.18) to the Administrative Agent Agent’s satisfaction: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (), followed promptly by originals) , unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Term Lender and the Credit Parties, Borrowers and (B) executed counterparts of each Security Document Loan Document, sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteBorrowers; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, or articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction state in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification in such jurisdiction other than those, with respect to this clause (B) the failure to maintain would not give rise to a Material Adverse Effect; (iv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Term Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and; (v) a certificate of a member of the Senior Management of the Borrower Representative (A) certifying that (1) the condition conditions specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect4.01(p), and (3q) have been satisfied and (2) all consents, licenses, licenses and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained., and that such consents, licenses and approvals shall be in full force and effect (including, without limitation, consents, approvals and/or amendments necessary under any document or instrument evidencing any Indebtedness of any Credit Party); and (bB) The Administrative Agent shall certifying that the conditions specified in Section 4.01(r), (s), (x) and (y) have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereofbeen satisfied.

Conditions to the Closing Date. The obligation effectiveness of each Lender to make its initial Loans hereunder is this Agreement and the availability of the Commitments of the Lenders shall be subject to the satisfaction of the following conditions precedent to the Administrative Agent satisfactionprecedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) facsimiles unless otherwise specified, each properly executed by a member of the Senior Management Responsible Officer of the signing Credit PartyLoan Party to the extent such Loan Party is a party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) (A) executed counterparts of this Agreement (including by all Lenders party hereto), the Term Loan Escrow Agreement and each other Loan Document (other than the Security Documents (excluding the Term Loan Escrow Agreement), sufficient in number for distribution the Guarantee Agreement (except as executed by the Company) and documents to be delivered after the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution Term Loan Escrow Release Date pursuant to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteSection 6.14(a)); (ii) an officer’s certificate a Term Note executed by the Borrower in favor of each Credit Party executing Lender that has requested a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and Term Note more than three (3) Business Days prior to the Closing Date; (iii) such certificates of resolutions or votes other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party executing documents on the board Closing Date as the Administrative Agent may reasonably require (and as have been notified to the Borrower no later than three (3) Business Days before the Closing Date) evidencing the identity, authority and capacity of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Loan Party is a party and providing or is to be a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents party on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicableDate; (iv) the Administrative Agent shall have received a favorable certificate, dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower and each other Loan Party in the jurisdiction of its organization (to the extent legally applicable in such jurisdiction); (A) the executed legal opinion of Xxxxxxx Cadwalader, Xxxxxxxxxx & Xxxx & Xxxxxxxxx LLP, special New York U.S. counsel to the Credit Company and the other Loan Parties, addressed substantially in the form of Exhibit G-1 with respect to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents delivered as of the Administrative Agent may reasonably requestClosing Date; and (vB) the executed legal opinion of Xxxxxx X. X’Xxxxx, Deputy General Counsel to the Borrower, substantially in the form of Exhibit G-2 with respect to the Loan Documents delivered as of the Closing Date; and (vi) a certificate of signed by a member of Principal Financial Officer attesting to the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party Solvency of the Loan Documents Parties (taken as a whole) after giving effect pro forma to which such Credit Party is a party have been obtainedthe Transactions. (b) The Senior Notes shall have been issued and funded in a face amount not to exceed the sum of $2,256,212,500 plus €375,000,000 and the proceeds thereof shall have been (or shall be substantially contemporaneously herewith) deposited into an escrow account. (c) The ABL Facility shall be (or shall contemporaneously herewith become) effective, with a commitment not to exceed $1,750,000,000, pursuant to duly executed documents reasonably acceptable to the Administrative Agent. (d) The Euro Securitization shall be (or shall contemporaneously herewith become) committed, subject to final documentation. (e) Certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions, as applicable, in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens to be satisfied or discharged on the Term Loan Escrow Release Date pursuant to the Plan of Reorganization or Permitted Liens). (f) The Administrative Agent shall have received duly executed Agency Account Agreementsall documentation and other information mutually agreed to be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the United States PATRIOT Act (Title III of Public Law 107-56 (signed by each into law October 26, 2001)) (the “USA PATRIOT Act”), including the information described in Section 10.20, at least two (2) Business Days prior to the Closing Date. (g) The representations and warranties of the applicable parties theretoBorrower and each other Loan Party contained in Article V (other than with respect to the Security Documents (excluding the Term Loan Escrow Agreement)) shall be true and correct in all material respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further 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 such respective dates. (h) Except as disclosed in the Audited Financial Statements, since December 31, 2009, no event, occurrence, development or state of circumstances or facts has had or would reasonably be expected to have, individually or in the aggregate a Material Adverse Effect. (i) The Administrative Agent shall have received prior to or substantially simultaneously with the Closing Date, reimbursement for each deposit account or securities account required the expenses to be subject to an Agency Account Agreement received on the Closing Date pursuant to the terms of Section 6.16 hereofthis Agreement (to the extent invoices for such expenses have been provided at least three (3) Business Days prior to the Closing Date). Notwithstanding anything to the contrary contained in any Loan Document, Schedules 1.01(D), 5.08 and 5.11 delivered by the Loan Parties for the Loan Documents on the Closing Date may be subsequently, amended, supplemented or otherwise modified on or prior to the Term Loan Escrow Release Date to reflect changes arising from the transactions described in the Plan of Reorganization including to make administrative adjustments to such schedules required to accurately reflect the information set forth therein.

Conditions to the Closing Date. The obligation of each Term Lender to make its initial Term Loans hereunder is subject to satisfaction of the following conditions precedent (unless otherwise identified in Section 6.18) to the Administrative Agent Agent’s satisfaction: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (), followed promptly by originals) , unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Term Lender and the Credit Parties, Borrowers and (B) executed counterparts of the each Security Document Loan Document, sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a NoteBorrowers; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, or articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction state in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification in such jurisdiction other than DB1/ 85911004.13 those, with respect to this clause (B) the failure to maintain would not give rise to a Material Adverse Effect; (iv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Term Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and; (v) a certificate of a member of the Senior Management of the Borrower Representative (A) certifying that (1) the condition conditions specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect4.01(p), and (3q) have been satisfied and (2) all consents, licenses, licenses and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained, and that such consents, licenses and approvals shall be in full force and effect (including, without limitation, consents, approvals and/or amendments necessary under any document or instrument evidencing any Indebtedness of any Credit Party); and (B) certifying that the conditions specified in Section 4.01(r), (s), (x) and (y) have been satisfied. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, pursuant to Section 6.16, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.;

Conditions to the Closing Date. The obligation of each Lender to make its initial Loans any Credit Extension hereunder is subject to satisfaction of the following conditions precedent on or prior to the date hereof to the satisfaction of the Administrative Agent satisfactionAgent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) copies (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:): (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an Borrower; (ii) a Note executed Note for by the Borrower in favor of each Lender who requests requesting a Note; (iiiii) an officer’s certificate of each Credit Party executing a Loan Document, : (A) certifying and attaching true, correct and complete copies ofattaching: (1) the certificate of formation, certificate of incorporation, or articles of incorporation or memorandum and articles of association (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, ; and (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party; (B) certifying and attaching true, correct and (3) complete copies of the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and and (BC) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iiiiv) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and existing, in good standing and qualified to engage in business (where applicableA) in its jurisdiction of incorporation or formation, as applicable, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification in such jurisdiction; (ivv) a favorable legal opinion opinions of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to the Credit Parties, Parties addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and; (vvi) a certificate of a member of the Senior Management of the Borrower certifying that (1A) the condition conditions specified in Sections 4.02(b) has been satisfied4.01(b), (2h), (m) and (n) have been satisfied and (B) from the date of the Perrigo Acquisition Agreement through the Closing Date, there has been no event event, change, circumstance, effect, occurrence, condition, state of facts or circumstance since December 31, 2023 development that has had or could would reasonably be reasonably expected to have, either individually or in the aggregate, a Closing Date Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained.; (b) The Perrigo Acquisition shall have been or, substantially concurrently with the initial funding of the Initial Term Loans be, consummated in accordance with the terms of the Perrigo Acquisition Agreement. The Perrigo Acquisition Agreement shall not have been amended or waived in any material respect by the Borrower or any of its Affiliates, nor shall the Borrower or any of its Affiliates have given a material consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); provided, that (i) any amendment, modification or waiver to the definition of Closing Date Material Adverse Effect or any action taken by or at the express request of the Buyer (as defined in the Perrigo Acquisition Agreement) that would be a Material Adverse Effect but for clause (e) of the definition of “Material Adverse Effect” (as defined in the Perrigo Acquisition Agreement) shall be deemed to be materially adverse to the Lenders, (ii) any reduction in the purchase price of less than 10% or in accordance with the Perrigo Acquisition Agreement pursuant to any working capital or purchase price (or similar) adjustment provision set forth in the Perrigo Acquisition Agreement shall be deemed not to be materially adverse to the Lenders, (iii) any other reduction in the purchase price shall be deemed not to be materially adverse to the Lenders so long as such decrease is allocated to reduce the Initial Term Loan Facility on a dollar for dollar basis and (iv) any increase in the purchase price shall be deemed not to be materially adverse so long as such increase is funded with qualified equity or such increase is pursuant to any working capital or purchase price (or similar) adjustment provision set forth in the Perrigo Acquisition Agreement; (c) Subject to Section 6.20, the Administrative Agent shall have received certificates of insurance from an independent insurance broker naming the Administrative Agent as additional insured or lender’s loss payee thereunder, identifying insurers, types of insurance, insurance limits, and policy terms, and otherwise describing the insurance obtained in accordance with the provisions of this Agreement and the other Loan Documents, which shall be in amounts, types and terms and conditions reasonably satisfactory to the Administrative Agent; (d) The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral; provided, that perfection of such Liens shall be a condition under this Section 4.01 solely to the extent that perfection can be accomplished by the delivery of pledged certificated securities, the filing of a financing statement under the UCC or the filing of a short-form intellectual property security agreement with the U.S. Patent and Trademark Office or the U.S. Copyright Office; (e) The Administrative Agent shall have received duly from each Credit Party executing a Loan Document, a completed and executed Agency Account AgreementsPerfection Certificate and the results of UCC and intellectual property searches with respect to the Collateral, indicating no Liens other than Permitted Liens and otherwise in form and substance reasonably satisfactory to the Administrative Agent; (f) The Administrative Agent shall have received (a) an unaudited pro forma consolidated balance sheet of the Borrower and related pro forma statement of income as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least sixty days prior to the Closing Date (or if the end of the most recently completed four-Fiscal Quarter period is the end of a Fiscal Year, ended at least ninety days before the Closing Date), prepared after giving effect to the Closing Date Transactions has occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such income statement) and each such pro forma financial statement shall be prepared in good faith by the Borrower, and (b) the combined unaudited balance sheet of the Perrigo Entities for the Fiscal Quarter ended March 31, 2019 and each other Fiscal Quarter thereafter ended at least sixty days prior the Closing Date (or if the end of the most recently completed four-Fiscal Quarter period is the end of a fiscal year, ended at least ninety days before the Closing Date) and the related unaudited statements of income, as prepared by management for the Fiscal Quarter then ended; (g) The Administrative Agent shall have received an officer’s certificate of the Borrower dated as of the Closing Date and signed by each a Financial Officer (or, at the sole option and discretion of the Borrower, a third party opinion in customary form issued by a nationally recognized firm) as to the Solvency of the Credit Parties and their Restricted Subsidiaries, on a consolidated basis, immediately after giving effect to the Loans hereunder, any borrowings under the ABL Facility, the Closing Date Transactions and the other transactions contemplated hereby occurring on the Closing Date; (h) Prior to or substantially concurrently with the funding of the Initial Term Loans and giving effect to the Closing Date Transactions, all Indebtedness for borrowed money of Parent, the Borrower and their Restricted Subsidiaries under the Existing Term Loan Credit Agreement shall be repaid in full in cash (or as may be otherwise agreed by the applicable parties theretoLender) and all related commitments shall be terminated; (i) The Administrative Agent shall have received an initial Loan Advance Request seven (7) Business Days before the Closing Date and disbursement instructions from the Borrower, for each deposit account or securities account indicating how the proceeds of the Loans to be made on the Closing Date are to be disbursed; (j) The Administrative Agent shall have received at least three Business Days prior to the Closing Date all information reasonably requested by it in writing ten Business Days prior to the Closing Date under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; (k) Any fees (which may be netted from the proceeds of the Initial Term Loan Facility on the Closing Date) required to be paid under the Loan Documents on or before the Closing Date (including any such fees required by the Fee Letter) shall have been paid; (l) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced three (3) Business Days prior to the Closing Date (except at otherwise reasonably agreed by the Borrower), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent); (m) Prior to or substantially concurrently with the funding of the Initial Term Loans, the Borrower shall have executed and delivered the ABL Facility Amendment in form and substance substantially consistent with the ABL Consent Letter and the ABL Facility Amendment shall have become effective in accordance with its terms. The aggregate amount of revolving commitments under the ABL Credit Agreement is $125,000,000 or less and the borrowings thereunder as of the Closing Date is $60,000,000 or less; and (n) The Perrigo Acquisition Representations that are Fundamental Representations (as defined in the Perrigo Acquisition Agreement) shall be true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date as though made as of the Closing Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date). The Perrigo Acquisition Representations (other than Fundamental Representations (as defined in the Perrigo Acquisition Agreement)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation contained in the Perrigo Acquisition Agreement) as of the Closing Date as though made as of the Closing Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), except where the failure of such Perrigo Acquisition Representations to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Closing Date Material Adverse Effect. The Specified Representations shall be true and correct in all material respects (or if qualified by materiality, in all respects); provided, that to the extent that any of the Specified Representations are qualified by or subject to an Agency Account a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be a Closing Date Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto); and (o) The Borrower shall have used commercially reasonable efforts to ensure that the Administrative Agent shall have been afforded a period of at least 15 consecutive Business Days following receipt of the Confidential Information Memorandum and customary authorization letters to syndicate the Initial Term Loan Facility; provided that (x) July 3, 2019, July 4, 2019 and July 5, 2019 and November 28, 2019 and November 29, 2019 shall not be counted towards the total number of consecutive days for purposes of the marketing period, (y) if such marketing period has not ended prior to August 16, 2019 or December 17, 2019, respectively, such period shall not be deemed to have commenced until September 3, 2019 or January 2, 2020, as applicable, and (z) for the avoidance of the doubt, May 27, 2019, October 14, 2019, November 11, 2019, January 20, 2020, February 17, 2020 and April 10, 2020 shall not be considered Business Days for purposes of the marketing period. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement pursuant shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or reasonably acceptable or satisfactory to such Person unless the Administrative Agent shall have received notice from such Person prior to the terms of Section 6.16 hereofproposed Closing Date specifying its objection thereto.