Common use of Conditions to the Initial Credit Extension on the Closing Date Clause in Contracts

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) the Security Agreement, duly executed by the Borrower and each Guarantor, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal opinion of (A) Xxxxxx & Xxxxxxx, special New York counsel to the Borrower and the Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; and (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the BorrowerBorrowers, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the each Subsidiary Guarantors, Guarantor and (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) a customary perfection certificate, duly executed by the Loan Parties; (iii) the Security Agreement, duly executed by Holdings, the Borrower Borrowers and each Subsidiary Guarantor, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, to the extent received by the Interests in each Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in and each wholly owned Domestic Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral AgentAgent following pay-off of the Existing Credit Agreements, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Holdings, each Borrower and each Subsidiary Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iiiiv) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (ivv) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vvi) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vivii) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Parent Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GI; (viiviii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Holdings, each Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect;; and (viiiix) a customary legal an opinion of (A) Xxxxxx Xxxxxxxx & XxxxxxxXxxxx LLP, special New York and California counsel to Holdings, the Borrower Borrowers and the Subsidiary Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andAdministrative Agent. (b) The Blackstone Credit Representative, the Ally Representative Arrangers and the Administrative Agent shall have received unaudited (i) audited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries the Parent Borrower as of September and for the fiscal year ended December 31, 2019 and (ii) unaudited condensed consolidated balance sheets and the related consolidated statements of income of the Parent Borrower as of the end of and for the six month period ended June 30, 20202020 and as of and for any fiscal quarter (other than the fourth fiscal quarter) ended at least 45 days prior to the Closing Date. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent [reserved.] (d) (i) Holdings and the other Lenders Borrowers shall have received from provided the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days business days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree) and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Parent Borrower at least 2 days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree), a Beneficial Ownership Certification in relation to the Borrowers shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (de) The (i) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate Closing Date Intercreditor Agreement and (F) the Fee Lettersperfection certificate; (ii) the Security Agreement, duly executed by the Borrower and each Guarantor, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal opinion of (A) Xxxxxx Gxxxxx, Dxxx & XxxxxxxCxxxxxxx LLP, special New York counsel to the Borrower and the Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative Administrative Agent and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative Administrative Agent in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andAdministrative Agent; (bix) The Blackstone Credit Representative, the Ally Representative insurance certificates and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior endorsements to the Closing Date by general liability, cyber and property insurance policies of the Blackstone Credit Representative, Loan Parties in favor of the Ally Representative and Collateral Agent for the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, benefit of the PATRIOT ActSecured Parties, in each case at least three Business Days prior form and substance reasonably satisfactory to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (d) The Refinancing shall have beenCollateral Agent, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreementwhich the Collateral Agent is listed as additional insured (with respect to general liability and cyber policies) or second-lien lender’s loss payee (with respect to property insurance policies), the Fee Letters and any other arrangements in accordance with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.6.07;

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, subject in all respects to Section 6.16 except as otherwise agreed between the Borrower Borrower, the Administrative Agent and the Required LendersLenders party hereto on the Closing Date: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officialsofficials or as otherwise agreed by the Administrative Agent, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and each Borrower and the BorrowerAdministrative Agent, L/C Issuers and the initial Lenders and (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate Holdings and (F) the Fee Letterseach Borrower; (ii) the U.S. Security Agreement, duly executed by the Parent Borrower, the U.S. Subsidiary Borrower and each Guarantorthe German Subsidiary Borrower and the Collateral Agent, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor such Loan Party created under the U.S. Security Agreement, covering the Collateral described in the U.S. Security Agreement, and; (3iii) evidence that all other actionsthe Closing Date Non-US Security Agreements, recordings and filings of or with respect duly executed by Holdings and/or the relevant Borrowers, to the extent applicable, together with copies of the filings and registrations required under the applicable Closing Date Non-US Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens on assets of Holdings and/or the relevant Borrower created thereby under the relevant Closing Date Non-US Security Agreement, covering the Collateral described in the applicable Closing Date Non-US Security Agreement; and (iv) subject to mandatory local law in respect of priority and solely to the Perfection Exceptionsextent required to be delivered pursuant to the applicable Collateral Document, all other documents and instruments (including any relevant notices, stock transfer forms executed in blank and share certificates) required to create the Administrative Agent’s first priority security interest in the Collateral granted by Holdings and the Borrowers shall have been takenexecuted and delivered and, completed or otherwise provided if applicable, be in proper form for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements);filing. (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (ivv) a Note executed by the Borrower relevant Borrowers in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower Holdings (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GK; (vii) evidence reasonably satisfactory to the Administrative Agent that each Existing Ancillary Facility has been properly amended to become an “Ancillary Facility” under this Agreement; (b) such customary documents and certifications (including Organization Documents and, if applicablewith respect to U.S. Loan Parties, good standing certificatescertificates from the applicable U.S. Loan Party’s jurisdiction of incorporation or organization, as applicable) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower Holdings and each Guarantor Borrower is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standingstanding in their jurisdiction of incorporation or organization, as applicable, except to the extent that failure failure, other than with respect to any Borrower, to be so qualified could would not reasonably be expected to have a Material Adverse Effect;. (viiic) The Administrative Agent shall have received a customary legal opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to Holdings and the Borrowers, (B) Loyens & Loeff N.V., Dutch counsel to the Administrative Agent, (C) King & Wood Mallesons, Hong Kong counsel to the Administrative Agent, (D) Xxxxxx & Xxxxxxx LLP (Munich), German counsel to Holdings and the Borrowers, with respect to the capacity of the German Subsidiary Borrower and (E) Milbank LLP (Frankfurt), German counsel to the GuarantorsAdministrative Agent, with respect to enforceability of certain German law-governed Loan Documents, in each case, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; and (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agreecase, where, and as, consistent with generally accepted market practice). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Engagement Letter and the Fee Letters and any other arrangements with the Administrative Agent Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone CreditAgreement, the Engagement Letter and the Fee Letter, to the extent invoiced at least three five Business Days prior to the Closing Date (or such later date as the Borrower Representative may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term LoansFacilities). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender the Lenders to make its the initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders:: IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its SubsidiariesLoan Parties, giving effect to the Transactions):), in each case except as specified on Schedule 6.16: (i) executed counterparts of (A) this Agreement from Holdings the Borrowers, the Administrative Agent and the Borrowerinitial Lenders, (B) the Holdings Guaranty Intercreditor Agreement from Holdingseach Loan Party incorporated in Sweden, England & Wales and the U.S., the Administrative Agent, the Security Agent, Wilmington Trust (London) Limited, as Facility Agent for the Sustainable Revolving Credit Facility and the holders of the Convertible Bonds or the trustee for the Convertible Bonds, as applicable, Parent, the Borrowers and each Restricted Subsidiary of Parent, which shall be in a form reasonably satisfactory to the Lead Lender and (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) Loan Parties and the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee LettersAdministrative Agent; (ii) the Security AgreementClosing Date Collateral Documents, duly executed by each of the Borrower and each Guarantor, together with Loan Parties party thereto; (subject iii) a Committed Loan Notice relating to the last paragraph of this Section 4.01):initial Credit Extension; (1iv) certificatesa solvency certificate executed by the chief financial officer or similar officer, if any, representing director or authorized signatory of Parent (after giving effect to the Pledged InterestsTransactions) substantially in the form attached hereto as Exhibit F; (v) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party incorporated in Sweden and the U.S. (in each case, to the extent received by applicable); (vi) a copy of the Borrower after Borrower’s use Organization Documents of commercially reasonable efforts to receive such each Loan Party; (vii) certificates of customary resolutions or other customary action, incumbency certificates and/or other customary certificates or otherwise without undue burden identification of Responsible Officers of each Loan Party incorporated in Sweden, England & Wales and the U.S. evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or expenseis to be a party on the Closing Date (including specimen signatures of each such Responsible Officer); (viii) the following legal opinions: (A) a customary legal opinion of White & Case LLP in respect of the capacity and authority of any Loan Party incorporated in the United States and the enforceability of any Loan Document governed by New York law and other customary matters, (B) a customary legal opinion of Roschier Advokatbyrå AB in each wholly owned Subsidiary respect of the capacity and authority of any Loan Party incorporated in Sweden and the enforceability of any Loan Document governed by Swedish law and other than Immaterial Subsidiariescustomary matters, accompanied (C) a customary legal opinion of Xxxxxx & Xxxxxxx LLP in respect of the capacity and authority of any Loan Party incorporated in England & Wales and the enforceability of any Loan Document governed by undated stock powers executed English law and other customary matters. (ix) a certificate of a Responsible Officer of Parent (A) certifying that the conditions set forth in blank Section 4.01(c), 4.01(e), 4.01(f), 4.01(g), 4.01(h), 4.01(i), 4.01(j) and 4.01(k) have been satisfied and (B) confirming that guaranteeing or stock transfer formssecuring, as applicable) and instruments evidencing appropriate, the Pledged Debt indorsed in blank (Aggregate Commitments would not cause any guarantee, security or instrument of transfer, as applicable) shall have been delivered similar limit binding on any such Loan Party to the Collateral Agent,be exceeded; (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3x) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable Closing Date Collateral Documents required in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory customary manner; IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 (xi) in respect of each Loan Party incorporated or domiciled in the United States: (1) UCC-1 financing statements (except for separate fixture filings which shall only be required to be filed to the Blackstone Credit Representative (including receipt extent the applicable Mortgage cannot serve as a fixture filing under applicable law in the applicable jurisdiction) in respect of duly executed payoff letters, customary lien searches and UCC-3 termination statements)security interest granted by each such Loan Party for filing in all applicable jurisdictions; (iii2) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) results of a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such documents and certifications Lien search (including Organization Documents anda search as to judgments, if applicablepending litigation, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence (A) the identity, authority bankruptcy and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal opinion of (A) Xxxxxx & Xxxxxxx, special New York counsel to the Borrower and the Guarantors, addressed to each Secured PartyTax matters), in form and substance reasonably satisfactory to the Blackstone Credit Representative and Lead Lender, made against such Loan Parties under the Uniform Commercial Code (Bor applicable judicial docket) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative as in effect in each jurisdiction where in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens); (xii) in connection with the pledge of the Equity Interest owned by each Loan Parties Party, an original stock certificate representing such pledged Equity Interests (if and to the extent such Equity Interests are certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank (if applicable); (xiii) certificates from the applicable Loan Parties’ insurance broker or other evidence satisfactory to the Lead Lender that all insurance required to be maintained pursuant to Section 6.07 is incorporated or organized, addressed to each Secured Partyin full force and effect; (xiv) a funds flow memorandum, in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent and the Lead Lender; and (bxv) The Blackstone Credit Representative(i) unaudited, the Ally Representative and the Administrative Agent shall have received unaudited internally prepared consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings the Parent and “flash reports” prepared for management for each month of the Parent ended after its Subsidiaries as of September 30, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent most recent Form 20-F or 6-K filing reporting on annual and the other Lenders shall have received from the Borrower quarterly financial statements and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) 30 days prior to the Closing Date by Date, and (ii) a pro forma consolidated balance sheet and related statements of income and cash flows of the Blackstone Credit RepresentativeParent 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 45 days (or 90 days in case such period is the end of the Parent’s fiscal year) prior to the Closing Date, prepared after giving effect to the Ally Representative Transactions as if the Transactions had occurred at the beginning of such period. (b) The Borrowers and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulationsother Loan Parties shall have provided, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree), the documentation and other information required by regulatory authorities under applicable “know your customer” rules and Anti-Money Laundering Laws as has been reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Closing Date; (c) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, Agreement and the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone CreditAgreement, to the extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (or such later date as the Swedish Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 (e) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom on the Closing Date. (f) Since December 31, 2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (g) The Sustainable Revolving Credit Facility Agreement Amendment Agreement has been executed by all parties thereto and has become effective or will become effective within one (1) Business Day of the date of this Agreement. (h) The Convertible Bonds in an amount not less than $300,000,000 shall have been purchased pursuant to that certain Investment Agreement dated as of March 14, 2023 by and among Parent and certain purchasers thereof, and that certain Subscription Agreement dated as of March 14, 2023 by and among Parent and certain purchasers thereof, which shall be in form and substance reasonably satisfactory to the Lead Lender. (i) All governmental and third party approvals necessary in connection with the Transactions shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions. (j) After giving effect to the Transactions, Liquidity of the Parent shall not be less than $300,000,000. (k) On the Closing Date, after giving effect to the Transactions, none of the Parent, the Borrowers or any of their respective Restricted Subsidiaries shall have any Indebtedness for borrowed money other than (i) the Obligations, (ii) indebtedness in respect of the Convertible Bonds in an aggregate principal amount not to exceed $300,000,000 (plus any capitalized or “paid-in-kind” interest accruing thereon), (iii) the Sustainable Revolving Credit Facility in an aggregate amount not to exceed (SEK) 2,100,000,000 and, (iv) indebtedness permitted by Section 7.01(i) or 7.01(k), (iv) the indebtedness specified on Schedule 7.01. Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction (in the case of paragraphs (b), (c), (d), (e) and (f) only, in form and substance satisfactory to the Administrative Agent (acting reasonably)) or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before on or prior to the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to Holdings and the Borrower and its Subsidiaries, giving effect to the TransactionsBorrowers): (i) executed counterparts of (A) this Agreement from Holdings and the each Borrower, (B) the Holdings New York Law Guaranty from Holdings, Holdings and (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate Agreement from Holdings and (F) the Fee Letterseach Borrower; (ii) the U.S. Security Agreement, duly executed by the Parent Borrower and each Guarantorthe Subsidiary Borrower, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor such Loan Party created under the U.S. Security Agreement, covering the Collateral described in the U.S. Security Agreement; (iii) the Dutch Security Agreement, and (3) evidence that all other actionsduly executed by Holdings and the Parent Borrower, recordings together with copies of the filings and filings of or with respect to the Security Agreement registrations that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens on assets of Holdings and the Parent Borrower created thereby (subject to under the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Dutch Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged covering the Collateral described in accordance with the Dutch Security Agreement;; and (iv) a Note all other documents and instruments (including any relevant notices, stock transfer forms executed by the Borrower in favor blank and share certificates and documents of each Lender requesting a Note reasonably in advance of the Closing Date; (vtitle) a Committed Loan Notice, required to be delivered to create the Administrative Agent’s first priority security interest in the Collateral granted by Holdings, the Ally Representative Parent Borrower and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing DateSubsidiary Borrower shall have been executed and delivered and, relating to the initial Credit Extension;if applicable, be in proper form for filing. (vib) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) The Administrative Agent shall have received such documents and certifications (including Organization including, with respect to Holdings and the Borrowers, the certificate of incorporation or deed of incorporation (oprichtingsakte), as applicable, the bylaws or articles of association (statuten), as applicable, and, with respect to Holdings and the Parent Borrower, an extract from the Trade Register (Handelsregister)). (c) The Administrative Agent shall have received a copy of a resolution of the Board of Directors, if required by applicable Law, of Holdings and each Borrower: (i) approving the terms of, and the transactions contemplated by, the Loan Documents andto which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (ii) authorizing a specified person or persons to execute the Loan Documents and any related documents to which it is a party on its behalf; and (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Committed Loan Notice or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party. (d) The Administrative Agent shall have received (A) a copy of the shareholders register of the Parent Borrower and (B) if required by applicable Law, a copy of a resolution signed by all the holders of the issued shares in Holdings and the Borrowers approving the terms of, and the transactions contemplated by, the Loan Documents to which Holdings and the Borrowers are a party. (e) The Administrative Agent shall have received, if applicable, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence a copy of (Ai) the identity, authority and capacity of request for advice from each Responsible Officer of works council (ondernemingsraad) or central or European works council with jurisdiction over the Loan Parties acting as such in connection with this Agreement and transactions contemplated by the other Loan Documents and (Bii) the unconditional positive advice from such works council. (f) The Administrative Agent shall have received a certificate of a Responsible Officer of Holdings and the Borrowers (i) confirming that borrowing or guaranteeing or securing, as appropriate, the Borrower and each Guarantor is duly organized Commitments would not cause any borrowing, guarantee, security or formed, and similar limit binding on any of Holdings or the Borrowers to be exceeded; (ii) certifying that each copy document relating to it specified in this Article IV, is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of them is validly existing and, this Agreement; and (iii) containing a specimen of the signature of each person authorized by the resolution referred to in paragraph (c) above in relation to the Loan Documents and related documents to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;such person is executing any Loan Documents. (viiig) a customary legal The Administrative Agent shall have received an opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to the Borrower Holdings and the GuarantorsBorrowers, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicableLoyens & Loeff, local Dutch counsel reasonably acceptable to the Blackstone Credit Representative Administrative Agent with respect to Holdings and the Parent Borrower, in each jurisdiction where any of the Loan Parties is incorporated or organizedcase, addressed to the Administrative Agent and the Lenders (in each Secured Partycase, in form where, and substance reasonably satisfactory to the Blackstone Credit Representative; andas, consistent with generally accepted market practice). (bh) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets (A) the Sponsor Model, (B) the Reports and (C) a copy of the related consolidated statements of income and cash flows post-closing group structure chart of Holdings and its Subsidiaries as of September 30, 2020Subsidiaries. (ci) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from a final funds flow memorandum (deemed to be satisfied if substantially consistent with the Borrower Tax Structuring Memorandum or otherwise where any discrepancy is not materially adverse to the interests of the Lenders (it being understood and agreed that the funds flow memorandum does not contain every payment required to be made on the Closing Date)) (the “Funds Flow Memorandum”). (j) The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the initial Credit Extension on the Closing Date, in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments, consents or waivers thereto that, when taken together, are materially adverse to the Lenders or Arrangers, unless such change, modification, amendment, consent or waiver has been consented to in writing by the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being hereby understood and agreed that any change in the purchase price payable in connection with the Acquisition shall not be deemed to be material and adverse to the interests of the Lenders and the Guarantors all documentation Arrangers; provided, that (A) any reduction in the purchase price so payable is allocated (x) first, to reduce the Equity Contribution to an amount that is equal to 30% of the total pro forma consolidated net debt and other information reasonably requested in writing at least ten (10) days prior to equity capitalization of the Closing Date by the Blackstone Credit Representative, the Ally Representative Borrowers and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to their respective Subsidiaries on the Closing Date (excluding any Letters of Credit issued on the Closing Date, amounts funded under the Revolving Credit Facility on the Closing Date to fund working capital and amounts funded under the Facilities or the Senior Notes or any other debt to fund upfront fees or original issue discount) after giving effect to the Transaction, and (y) second, (I) 70% to reduce any amounts to be issued under the Senior Notes Indenture and (II) 30% to the Equity Contribution and (B) any increase in purchase price shall be funded by an increase in the Equity Contribution. The Parent Borrower shall have delivered a certificate of a Responsible Officer of Holdings (on behalf of itself and the Borrowers), dated as of the Closing Date, certifying that (i) all of the closing conditions under the Acquisition Agreement have been satisfied (save for payment of the purchase price, which shall be satisfied immediately following the initial Credit Extension) or waived (provided that any such shorter period as waiver shall not be materially adverse to the Administrative Agent Lenders or Arrangers, unless such waiver has been consented to in writing by the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)) and (ii) the items referred to in clause (k) and Section 4.02 below have been, or will be on the Closing Date, satisfied and the Equity Contribution shall otherwise agree)have been made. (dk) The Equity Contribution shall have been or, substantially concurrently with the initial Credit Extension on the Closing Date shall be, made in at least the amount not less than that contemplated by the definition of Equity Contribution (or such lesser amount permitted by clause (A) of the proviso to Section 4.01(j)(i)) and not less than 50.1% of such proceeds shall have been contributed by the Sponsor) and applied in accordance with the Funds Flow Memorandum and the Tax Structuring Memorandum; and (B) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummatedconsummated and all liens or security interests related thereto shall have been terminated or released or customary arrangements with respect to such release shall have been entered into, in each case on terms reasonably satisfactory to the Administrative Agent. (el) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters Agreement and any other arrangements with the Administrative Agent Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or and any other written agreement with Blackstone CreditFee Letter, to the extent invoiced at least three five Business Days prior to the Closing Date (or such later date as the Borrower Representative may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term LoansFacilities). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent . (m) The Arrangers shall have received written notice from copies of audited consolidated annual financial statements of the Target for the last three fiscal years of the Target. The Arrangers hereby acknowledge receipt of such Lender financial statements in the foregoing sentence. (n) The Lenders shall have received at least three business days prior to the Closing Date specifying its objection theretoall documentation and other information about Holdings and the Borrower as has been reasonably requested in writing at least ten days prior to the Closing Date by such Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (o) The Applicable Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower Borrowers and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the TransactionsTransaction): (i) executed counterparts of (A) this Agreement from Holdings and the each Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the each Subsidiary Guarantors, Guarantor and (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) the Security Agreement, duly executed by the Borrower and U.S. Holdings, the U.S. Borrower, each GuarantorSubsidiary Guarantor that is a Domestic Subsidiary, together with (subject to the last paragraph of this Section 4.01): (1A) certificates, if any, representing the Pledged InterestsInterests in the Dutch Borrower, U.S. Borrower and, to the extent received by from the Borrower Sellers after Borrower’s Holdings’ use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Domestic Subsidiary other than Immaterial Subsidiaries, Subsidiaries referred to therein accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent), (2B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Holdings, each Borrower and each Subsidiary Guarantor that is party to the Security Agreement created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); provided, however, that this provision does not apply with respect to foreign intellectual property; (iii) an Intellectual Property Security Agreement, duly executed by the U.S. Borrower and each Loan Party Subsidiary Guarantor that is a Domestic Subsidiary that owns intellectual property that is required to be pledged in accordance with the Security Agreement, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; provided, however, that this provision does not apply with respect to perfection and protections of the Liens over foreign intellectual property; (iv) those certain Collateral Documents required to be delivered on the Closing Date pursuant to Schedule 1.01(l) duly executed by the parties thereto; (v) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vvi) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vivii) a solvency certificate executed by the chief financial officer or similar officer, director officer or authorized signatory manager of the each Borrower (after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit GI, together with supporting financial statements and calculations to the extent reasonably requested by the Arrangers; (viiviii) such documents and certifications (including Organization Documents and, if applicable, good standing certificatescertificates (which, in the case of Holdings and the Dutch Borrower, shall be an excerpt of the Trade Register of the Netherlands, dated not later than one day prior to the Closing Date)) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identitythat Holdings, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viiiix) a customary legal an opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to Holdings, the Borrower Borrowers and the Subsidiary Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative Administrative Agent; and (x) opinions of local and foreign counsel for the Borrowers and the Subsidiary Guarantors (Bor the Administrative Agent, as applicable) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Partylisted on Schedule 4.01(a)(x) hereto, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andAdministrative Agent. (b) Except as set forth on the Disclosure Schedules to the Purchase Agreement, since December 31, 2011, through and including the Closing Date, no Company Material Adverse Effect has occurred. (c) The Blackstone Credit Representative, the Ally Representative Arrangers and the Administrative Agent shall have received unaudited (i) audited consolidated balance sheets of the Company and the related consolidated statements of income income, changes in equity and cash flows of Holdings the Company for the three most recently completed fiscal years ended at least 145 days before the Closing Date and (ii) unaudited combined balance sheets and related statements of income, changes in equity and cash flows of the Company for each subsequent fiscal quarter after December 31, 2011 ended at least 45 days before the Closing Date (other than any fiscal fourth quarter). (d) The Arrangers and the Administrative Agent shall have received a pro forma combined balance sheet and related pro forma combined statement of income of the Dutch Borrower and its Subsidiaries (based on the financial statements of the Company referred to in Section 4.01(c) above) as of September 30and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or, 2020if the most recently completed fiscal period is the end of a fiscal year, ended at least 145 days before the Closing Date), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X, or include adjustments for purchase accounting. (ce) The Blackstone Credit RepresentativeHoldings, the Ally Representative, the Administrative Agent each Borrower and the other Lenders each Subsidiary Guarantor shall have received from provided the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days business days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (df) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (g) The Arrangers and the Administrative Agent shall have received a true and correct copy of the Purchase Agreement (as certified by a Responsible Officer of Holdings) and the Acquisition shall be consummated concurrently with the initial funding of the Facilities, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications, amendments, consents or waivers thereto or thereunder (other than any such modification, amendment, consent or waiver that is not material and adverse to the interests of the Lenders and the Arrangers) effected without the prior consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being hereby understood and agreed that any change in the purchase price payable in connection with the Acquisition shall not be deemed to be material and adverse to the interests of the Lenders and the Arrangers; provided that (A) any increase in the purchase price so payable is funded solely by an increase in the aggregate amount of the Equity Contribution, (B) any reduction in the purchase price so payable is allocated (x) first, to reduce the Equity Contribution to an amount that is equal to 25% of the total pro forma consolidated debt and equity capitalization of the Borrowers and their respective Subsidiaries on the Closing Date (excluding any Letters of Credit issued on the Closing Date and amounts funded hereunder or under the Senior Notes or Senior Secured Notes to fund upfront fees or original issue discount) after giving effect to the Transaction, and (y) second, (I) 75% to reduce any amounts to be funded pro rata under the Term B Commitments and (II) 25% to the Equity Contribution dollar for dollar on a pro rata basis and (C) the facts and circumstances underlying any reduction in such purchase price may be taken into account in assessing whether a Company Material Adverse Effect has occurred or in reasonably likely to occur). (h) (i) (A) The Acquisition Representations and the Specified Representations shall be true and correct in all material respects (and in all respects, if any such Acquisition Representation or Specified Representation is already qualified by materiality); provided that at any time “Material Adverse Effect” is utilized in such representation and warranty it shall be deemed to refer to Company Material Adverse Effect; (B) the Dutch Borrower shall have received the proceeds from the Equity Contribution (in an amount not less than that contemplated by the definition of Transaction (or such lesser amount permitted by clause (B) of the proviso to Section 4.01(g)) and not less than 50.1% of such proceeds shall have been contributed by the Sponsor); and (C) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 by the Arrangers of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to Holdings and the Borrower and its SubsidiariesBorrowers, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the Subsidiary Guarantors, Guarantors and (D) the Intercompany Subordination Agreement, (E) Agreement from the perfection certificate Borrower and (F) the Fee Letterseach Guarantor; (ii) the Security Agreement, duly executed by the Borrower and each GuarantorLoan Parties, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, Equity Interests accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, , (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor such Loan Party created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Perfection Certificate, duly executed by each Loan Party; (vi) the Intercreditor Agreements, duly executed by each Loan Party; (vii) all other documents and instruments (other than the Mortgages) required to create and perfect the Collateral Agent’s security interest in the Collateral shall have been executed by Holdings and the other Loan Parties and delivered and, if applicable, shall be in proper form for filing (including receipt of duly executed payoff letters and UCC-3 termination statements in connection with the Refinancing). (viii) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, Notice in each case relating to the initial Credit Extension; (viix) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GF; (viix) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that Holdings, the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viiixi) a customary legal opinion of (A) an opinion of Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to Holdings, the Borrower and the Subsidiary Guarantors, addressed to each Secured PartyParty and (B) opinions of local counsel for Holdings, the Borrower and the Subsidiary Guarantors listed on Schedule I hereto, in each case, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent; and (bxii) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements a certificate of income and cash flows a Responsible Officer of Holdings and its Subsidiaries as of September 30, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower certifying that the conditions set forth in Section 4.01(b), 4.01(c), 4.01(d) and the Guarantors all documentation and other information reasonably requested in writing at least ten (104.01(e) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection theretosatisfied.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the each Subsidiary Guarantors, Guarantor and (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) the Security Agreement, duly executed by Holdings, the Borrower and each Subsidiary Guarantor, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged InterestsEquity Interests in the Borrower and, to the extent received by the Borrower after the Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Domestic Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of Holdings, the Borrower and each Subsidiary Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GI; (vii) such customary documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that Holdings, the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal an opinion of (A) Xxxxxx Xxxxxxxx & XxxxxxxXxxxx LLP, special New York counsel to Holdings, the Borrower and the Subsidiary Guarantors, addressed to each Secured PartyLender, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent; and (ix) a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in Sections 4.01(b), 4.01(g) and 4.01(h)(i)(A) have been satisfied. (b) Since the date of the Purchase Agreement, no Company Material Adverse Effect shall have occurred. (c) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers shall have received (a) audited consolidated balance sheets and the related consolidated statements of income and cash flows of the Company as of and for the fiscal years ended December 31, 2016 and December 31, 2017 and as of the end of and for any fiscal year ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries the Company as of September 30December 31, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act2018, in each case at least three Business Days prior to the Closing Date (or such shorter period as extent delivered to the Administrative Agent shall otherwise agree)Borrower pursuant to the terms of the Acquisition Agreement. (d) The Refinancing Arrangers shall have beenreceived a pro forma combined balance sheet and related pro forma combined statement of income of Merger Sub, the Company or shall concurrently with a direct or indirect parent of either the initial funding Borrower or the Company and its respective consolidated Subsidiaries as of and for the 12-month period ending on the last day of the Facilities be, consummated. (e) All fees required to be paid on most recently completed four-fiscal quarter period for which historical financial statements of the Closing Date Company are provided pursuant to this AgreementSection 4.01(d), prepared so as to give effect to the Fee Letters and any Transactions as if the 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 such other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Creditfinancial statements), in each case to the extent invoiced at least three Business Days prior delivered to the Closing Date (or such later date as Borrower pursuant to the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds terms of the Initial Term Loans). Without limiting the generality Purchase Agreement and which need not be prepared in compliance with Regulation S-X of the provisions Securities Act of Section 9.041933, as amended, or include adjustments for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection theretopurchase accounting.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower Borrowers and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the TransactionsTransaction): (i) executed counterparts of (A) this Agreement from Holdings and the each Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the each Subsidiary Guarantors, Guarantor and (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) the Security Agreement, duly executed by the Borrower and U.S. Borrower, each GuarantorSubsidiary Guarantor that is a Domestic Subsidiary, together with (subject to the last paragraph of this Section 4.01): (1A) certificates, if any, representing the Pledged InterestsInterests in the U.S. Borrower and, to the extent received by from the Borrower Sellers after Borrower’s Holdings’ use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Domestic Subsidiary other than Immaterial Subsidiaries, Subsidiaries accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent), (2B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Holdings, each Borrower and each Subsidiary Guarantor that is party to the Security Agreement created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); provided, however, that this provision does not apply with respect to foreign intellectual property; (iii) an Intellectual Property Security Agreement, duly executed by each Domestic Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; provided, however, that this provision does not apply with respect to perfection and protections of the Liens over foreign intellectual property; (iv) those certain Collateral Documents required to be delivered on the Closing Date pursuant to Schedule 1.01(l) duly executed by the parties thereto, together with certificates, if any, representing the Equity Interests of the Lux Borrower, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable); (v) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vvi) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vivii) a solvency certificate executed by the chief financial officer or similar officer, director director, manager or authorized signatory of the Lux Borrower (after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit GI; (viiviii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) certificates as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identitythat Holdings, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viiiix) a customary legal an opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to Holdings, the Borrower Borrowers and the Subsidiary Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative Administrative Agent; and (x) opinions of local and foreign counsel for Holdings, the Borrowers and the Subsidiary Guarantors (Bor the Administrative Agent, as applicable) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Partylisted on Schedule 4.01(a)(x) hereto, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andAdministrative Agent. (b) Since January 16, 2014, through and including the Closing Date, no Company Material Adverse Effect has occurred. (c) The Blackstone Credit Representative, the Ally Representative Arrangers and the Administrative Agent shall have received unaudited (i) audited consolidated balance sheets of the Company and the related consolidated statements of income income, changes in equity and cash flows of the Company for the fiscal years ended January 1, 2012, December 30, 2012 and December 29, 2013 and (ii) unaudited combined balance sheets and related statements of income, changes in equity and cash flows of the Company for each subsequent fiscal quarter after December 29, 2013 to the extent required to be delivered prior to the Closing Date by Xxxxxxx & Xxxxxxx to Holdings in accordance with the Purchase Agreement. (d) The Arrangers and the Administrative Agent shall have received a pro forma combined balance sheet and related pro forma combined statement of income of the Lux Borrower and its Subsidiaries (based on the financial statements of the Company referred to in Section 4.01(c) above) as of September 30and for the twelve-month period ending on the last day of the most recent period covered by the financial statements of the Company required pursuant to Section 4.01(c), 2020prepared after giving effect to the Transaction as if the Transaction (or any other such event) had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X, or include adjustments for purchase accounting. (ce) The Blackstone Credit RepresentativeHoldings, the Ally Representative, the Administrative Agent each Borrower and the other Lenders each Subsidiary Guarantor shall have received from provided the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days business days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (df) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.02) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (g) The Acquisition shall be consummated concurrently with the initial funding of the Facilities, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications, amendments, consents or waivers thereto or thereunder (other than any such modification, amendment, consent or waiver that is not material and adverse to the interests of the Lenders and the Arrangers) effected without the prior consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being hereby understood and agreed that any change in the purchase price payable in connection with the Acquisition shall not be deemed to be material and adverse to the interests of the Lenders and the Arrangers; provided that (A) any increase in the purchase price so payable is funded solely by an increase in the aggregate amount of the Equity Contribution and (B) any reduction in the purchase price so payable is allocated (x) first, to reduce the Equity Contribution to an amount that is equal to 20.0% of the total pro forma consolidated debt and equity capitalization of the Borrowers and their respective Subsidiaries on the Closing Date (excluding any Letters of Credit issued on the Closing Date and amounts funded hereunder or under the Senior Notes to fund upfront fees or original issue discount) after giving effect to the Transaction, and (y) second, (I) 80.0% to reduce any amounts to be funded pro rata under the Senior Notes and (II) 20.0% to the Equity Contribution dollar for dollar on a pro rata basis. (h) (i) (A) The Acquisition Representations and the Specified Representations shall be true and correct in all material respects (and in all respects, if any such Acquisition Representation or Specified Representation is already qualified by materiality); provided that at any time “Material Adverse Effect” is utilized in such Acquisition Representations it shall be deemed to refer to Company Material Adverse Effect; (B) the Lux Borrower shall have received the proceeds from the Equity Contribution (in an amount not less than that contemplated by the definition of Transaction (or such lesser amount permitted by clause (B) of the proviso to Section 4.01(g)) and not less than 50.1% of such proceeds shall have been contributed by the Sponsor); and (C) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 by the Arranger or the Administrative Agent of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Restricted Subsidiaries, immediately after giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the Borrower, (B) the Holdings Guaranty from Holdings, the Guarantors existing on the Closing Date and (C) the Subsidiary Guaranty Intercompany Subordination Agreement from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate Borrower and (F) the Fee Letterseach Guarantor; (ii) the Security Agreement, duly executed by the Borrower and each GuarantorLoan Parties, together with (subject in all respects to the last paragraph of this Section 4.014.01(a)): (1A) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, Equity Interests accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent,; (2B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor such Loan Party created under the Security Agreement, covering the Collateral described in the Security Agreement, ; and (3C) evidence that subject to Section 6,17, all other actions, recordings documents and filings of or with respect instruments (other than any Mortgages) required to create and perfect the Collateral Agent’s security interest in the Collateral to the Security Agreement that extent required by the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) Collateral Documents shall have been takenexecuted by the Borrower and the other Loan Parties, completed or otherwise provided as applicable, and delivered and, if applicable, shall be in proper form for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements);filing; and (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably at least three (3) Business Days in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GF; (viivi) such documents and certifications (including the Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence certificates evidencing (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (viiivii) a customary legal opinion of (Ai) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to the Borrower and the Subsidiary Guarantors, (ii) Xxxx Xxxxxx, special Ohio counsel to the Borrower and the Subsidiary Guarantors, and (iii) Xxxxxxxx Xxxxxxx Van Deuren, special Wisconsin counsel to the Borrower and the Subsidiary Guarantors, in each case, addressed to each Secured Party, in form and substance reasonably satisfactory ; and (viii) a certificate signed by a Responsible Officer of the Borrower certifying (i) as of the Closing Date to the Blackstone Credit Representative matters set forth in Sections 4.01(c) and (Bf) if applicable, local counsel reasonably acceptable and (ii) as to the Blackstone Credit Representative in each jurisdiction where any no Default or Event of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andDefault then existing. (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent Refinancing shall have received unaudited consolidated balance sheets and been consummated substantially concurrently with the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020initial Borrowing under this Agreement. (c) The Blackstone Credit Representativerepresentations and warranties contained in the Loan Documents shall be true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior except to the Closing Date by the Blackstone Credit Representative, the Ally Representative extent that such representations and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Actwarranties specifically refer to an earlier date, in each which case at least three Business Days prior to the Closing Date they shall be true and correct in all material respects (or in all respects if any such shorter period representation or warranty is already qualified by materiality) as the Administrative Agent shall otherwise agree)of such earlier date. (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters Agreement and any other arrangements with the Administrative Agent Fee Letter and reasonable reasonable, documented out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or and any other written agreement with Blackstone CreditFee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been been, or shall concurrently with the initial Borrowing under this Agreement be, paid (which amounts may be offset against the proceeds of the Initial Term LoansFacilities). (e) The Administrative Agent shall have received at least three (3) days prior to the Closing Date all documentation and other information about the Borrower and each Subsidiary Guarantor as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by such Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and, solely to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification. (f) A Qualified IPO of the Borrower’s common equity interests shall have been consummated (the “Closing Date IPO”) and the Borrower shall have received proceeds therefrom, which together with any cash on hand, shall be sufficient to consummate the Refinancing. Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender the Lenders to make its the initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower Parent and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly and duly executed by a Responsible Officer of the signing Loan PartyParty or Holdings, as applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date or, in the case of the certificate of good standing with respect to Holdings to be delivered under paragraph (v) below, not more than 30 days prior to the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its SubsidiariesLoan Parties, giving effect to the Transactions):Transactions and Liens under Closing Date Collateral Documents), in each case except as specified on Schedule 6.16: (i) executed counterparts of (A) this Agreement from Holdings and the Parent, the Borrower, the Administrative Agent, the Collateral Agent and the initial Lenders and (B) the Holdings Guaranty from Holdingsthe Isle of Man Loan Party, the U.S. Loan Parties, the English Loan Parties, the Administrative Agent and the Collateral Agent and (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination AgreementAgreement from Holdings, (E) the perfection certificate Parent, the U.S. Loan Parties, the English Loan Parties, the Administrative Agent and (F) the Fee LettersCollateral Agent; (ii) the Security AgreementClosing Date Collateral Documents, duly executed by each of the Borrower Loan Parties thereto, Holdings and each Guarantorthe Collateral Agent, together with as applicable; (subject iii) a Committed Loan Notice relating to the last paragraph of this Section 4.01):initial Credit Extension; (1iv) certificatesa solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of Parent (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit F; (v) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization or incorporation of each Loan Party and Holdings incorporated in the U.S. or the Cayman Islands (in each case, to the extent applicable); (vi) a copy of the constitutional documents of each U.S. Loan Party, each English Loan Party, the Isle of Man Loan Party and Holdings, being, in the case of Holdings, its certificate of incorporation, all its certificates of incorporation on change of name, if any, representing and its memorandum and articles of association; (vii) the Pledged Interestsregister of directors, the register of officers and the register of mortgages and charges of Holdings; (viii) copy of a resolution of the board of directors (or board of managers or other equivalent body) of Holdings, the Isle of Man Loan Party, each U.S. Loan Party and each English Loan Party (x) approving the terms of and the transactions contemplated by the Loan Documents to which it is a party and resolving that it execute the Loan Documents to which it is a party; (y) authorizing a specified person or persons to execute each Loan Document to which it is a party on its behalf; and (z) authorizing a specified person or persons on its behalf, to sign and/or dispatch all documents and notices (including any Committed Loan Notice, except in the extent received case of Holdings) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (ix) a copy of a resolution of the shareholders of the Isle of Man Loan Party and each English Loan Party (other than the Parent), approving the terms of, and the transactions contemplated by the Borrower after Borrower’s use Loan Documents to which it is a party; (x) certificates of commercially reasonable efforts customary resolutions or other customary action, incumbency certificates and/or other customary certificates of Responsible Officers of the Isle of Man Loan Party, each U.S. Loan Party, each English Loan Party and Holdings evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to receive act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such certificates Loan Party or otherwise without undue burden Holdings is a party or expenseis to be a party on the Closing Date (including specimen signatures of each such Responsible Officer) and certifying (i) that the documents referred to in paragraphs (v) to (ix) above are true, correct and complete, and in each wholly owned Subsidiary other than Immaterial Subsidiariesfull force and effect and have not been amended or superseded since the date of this Agreement and (ii) solely with respect to any English Loan Party, accompanied by undated stock powers executed in blank (or stock transfer formsthat the borrowing, guaranteeing and/or securing, as applicableappropriate, the Initial Term Loans would not cause any borrowing, guaranteeing, securing or similar limit binding on it to be exceeded; (xi) a certificate of the registered agent of the Isle of Man Loan Party in the agreed form addressed to Xxxxxxx (Isle of Man) LLC and the Collateral Agent to be dated no earlier that the date this Agreement, together with a certified copy of the register of directors, members and charges of the Isle of Man Loan Party; (xii) the following legal opinions: (A) a customary legal opinion of Xxxxxx & Xxxxxxx LLP in respect of the capacity and authority of each U.S. Loan Party and the enforceability of any Loan Document governed by New York law, (B) a customary legal opinion of Milbank LLP in respect of the capacity and authority of any English Loan Party and the enforceability of any Loan Document governed by English law, (C) a customary legal opinion of Xxxxxx and Calder (Cayman) LLP in respect of the capacity and authority of Holdings and (D) a customary legal opinion of Xxxxxxx (Isle of Man) LLC in respect of the capacity and authority of the Isle of Man Loan Party; (xiii) a certificate of a Responsible Officer of Parent certifying that the conditions set forth in Section 4.01(c) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable4.01(e) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, satisfied; and (3xiv) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable Closing Date Collateral Documents required in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal opinion of (A) Xxxxxx & Xxxxxxx, special New York counsel to the Borrower and the Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andmanner. (b) The Blackstone Credit RepresentativeBorrower, the Ally Representative other U.S. Loan Parties and the Administrative Agent English Loan Parties shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30provided, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree), the documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations as has been reasonably requested in writing by each of the Administrative Agent and the Collateral Agent at least ten (10) Business Days prior to the Closing Date. (c) The representations and warranties of Holdings, Borrower and each other U.S. Loan Party and each English Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone CreditAgreement, to the extent invoiced in reasonable detail at least three five Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). (e) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom on the Closing Date. Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower Borrowers and the Required LendersAdministrative Agent and subject in all respects to Section 6.16: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the BorrowerBorrowers, (B) the Holdings U.S. Guaranty from Holdings, the U.S. Borrower and each U.S. Subsidiary Guarantor, and (C) the Subsidiary Canadian Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate Canadian Borrower and (F) the Fee Letterseach Canadian Guarantor; (ii) the U.S. Security Agreement, duly executed by Holdings, the U.S. Borrower and each GuarantorSubsidiary Guarantor that is a U.S. Subsidiary, together with (subject to the last paragraph of this Section 4.01):); (1A) to the extent required to be pledged under the terms of the U.S. Security Agreement, certificates, if any, representing the Pledged InterestsEquity Interests in the U.S. Borrower and, to the extent received by the Borrower Holdings after Borrower’s Holdings’ use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned U.S. Subsidiary other than Immaterial SubsidiariesExcluded Subsidiaries or certificates representing Equity Interests that would otherwise constitute Excluded Property, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent,Agent (or its designee); (2B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of Holdings, the U.S. Borrower and each Subsidiary Guarantor that is a U.S. Subsidiary created under the U.S. Security Agreement, covering the U.S. Collateral described in the U.S. Security Agreement, ; and (3C) evidence that all other actions, recordings and filings of or with respect to the U.S. Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) the Canadian Security Agreement, duly executed by the Canadian Borrower and each Subsidiary Guarantor that is a Canadian Subsidiary, together with (subject to the last paragraph of this Section 4.01); (A) to the extent required to be pledged under the terms of the Canadian Security Agreement, certificates, if any, representing the Equity Interests in the Canadian Borrower and, to the extent received after Holdings’ and the Canadian Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, each wholly owned Canadian Subsidiary other than Excluded Subsidiaries or certificates representing Equity Interests that would otherwise constitute Excluded Property, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent (or its designee); (B) copies of proper financing statements, filed or duly prepared for filing under the PPSA in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Canadian Borrower and each Subsidiary Guarantor that is a Canadian Subsidiary created under the Canadian Security Agreement, covering the Canadian Collateral described in the Canadian Security Agreement; and (C) evidence that all other actions, recordings and filings of or with respect to the Canadian Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and PPSA financing change statements); (A) an U.S. Intellectual Property Security Agreement, duly executed by Holdings, the U.S. Borrower and each Loan Party Subsidiary Guarantor that is a U.S. Subsidiary that owns intellectual property that is required to be pledged in accordance with the U.S. Security Agreement and (B) a Canadian Intellectual Property Security Agreement, duly executed by the Canadian Borrower and each Subsidiary Guarantor that is a Canadian Subsidiary that owns intellectual property that is required to be pledged in accordance with the Canadian Security Agreement; (ivv) a Note executed by the applicable Borrower in favor of each Lender requesting a Note reasonably at least five (5) Business Days in advance of the Closing Date; (vvi) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit ExtensionExtension provided that the Committed Loan Notice delivered in connection with the initial Credit Extension hereunder to be made on the Closing Date shall not contain any representations or warranties; (vivii) a solvency certificate executed by the chief financial officer or similar officer, director other officer or authorized signatory with equivalent duties of the U.S. Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GK; (viiviii) such customary documents and certifications (including Organization Documents and, if applicable, good standing certificatescertificates or certificates of status) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Holdings, each Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standingstanding in their jurisdiction of incorporation or organization, as applicable, except to the extent that failure failure, other than with respect to the Borrowers, to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (viiiix) a customary legal opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to Holdings, the Borrower Borrowers and the Subsidiary Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and Administrative Agent; (Bx) if applicable, customary opinions of local counsel reasonably acceptable to for the Blackstone Credit Representative in each jurisdiction where any of Borrowers and the Loan Parties is incorporated or organized, addressed to each Secured PartyGuarantors listed on Schedule 4.01(a)(x) hereto, in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent; and (xi) a certificate of a Responsible Officer of the U.S. Borrower certifying that the conditions set forth in Sections 4.01(b), 4.02(a) and 4.02(b) have been satisfied. (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September Since June 30, 20202024, there shall not have occurred a Material Adverse Effect that is continuing. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders Borrower Representative shall have received from provided the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days Business Days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and Lenders (through the Administrative Agent Agent) that as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT ActAct (but excluding any beneficial ownership information, which is covered solely by clause (ii) below), and (ii) if any Borrower qualifies as a “legal entity” customer under 31 C.F.R. §1010.230 and the Administrative Agent has requested in writing such certification at least ten (10) Business Days prior to the Closing Date, a customary beneficial ownership certification in relation to such Borrower (which certification shall be in the form of the LSTA form beneficial ownership certification) and Canadian Anti-Terrorism Laws, and a Beneficial Ownership Certification, in each case at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise reasonably agree). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Engagement Letter and the Agency Fee Letters and any other arrangements with the Administrative Agent Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, the Arrangers to the extent invoiced at least three five (5) Business Days prior to the Closing Date (or such later date as the Borrower Representative may reasonably agree) shall shall, upon the initial borrowing hereunder, have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.. Notwithstanding anything herein to the contrary, it is understood that, other than with respect to (a) the execution and delivery (i) by Holdings, the U.S. Borrower and the Subsidiary Guarantors that are U.S. Subsidiaries of the U.S. Security Agreement and the U.S. Intellectual Property Security Agreement, and (ii) by the Canadian Borrower and the Subsidiary Guarantors that are Canadian Subsidiaries of the Canadian Security Agreement and the Canadian Intellectual Property Security Agreement and (b) Filing Collateral (as defined below), to the extent any guarantee Lien on any Collateral is not or cannot be provided and/or perfected on the Closing Date after Holdings’, the U.S. Borrower’s and the Canadian Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, the provision and/or perfection of a Lien on such Collateral, guarantee, lien search, insurance certificate or insurance endorsement shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be provided and/or required to be perfected after the Closing Date in accordance with Section 6.16. For

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Arranger shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specifiedspecified (provided that, if reasonably requested by the Arranger, facsimiles or “pdf” files shall be promptly followed by originals), each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeArranger, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions):attachments: (i) executed counterparts of (A) this Agreement from Holdings Parent, each Borrower, each Lender set forth on Schedule 2.01, the Administrative Agent and the BorrowerCollateral Agent, (B) the Holdings Guaranty from Holdingseach Loan Party, (C) the Subsidiary Guaranty Junior Intercreditor Deed from the Subsidiary GuarantorsAdministrative Agent, the Collateral Agent, Parent, each Borrower, each other Loan Party and each holder of Subordinated Shareholder Loans, (D) the Intercompany Convertible Debt Subordination AgreementAgreement from the Administrative Agent, Parent and each holder of Convertible Debt, (E) the perfection certificate Intercompany Subordination Agreement from the Administrative Agent, the Collateral Agent, Parent and its Subsidiaries and (F) the Fee LettersLetter described in clause (ii) of the definition thereof from Parent, the Administrative Agent and the Collateral Agent; (ii) executed counterparts of each of the Closing Security AgreementDocuments from each Loan Party described in Schedule 4.01(a)(ii) as a party thereto and of the financing statements, duly executed by the Borrower and each Guarantorfilings, together with (subject to the last paragraph of this Section 4.01): (1) notices, share certificates, if any, representing the Pledged Interests, transfer forms and instruments required to be delivered thereunder for security interest perfection purposes (to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note reasonably in advance of the Closing DateDate (to the extent requested by such Lender); (viv) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit ExtensionExtensions; (viv) a solvency certificate executed by the chief financial officer or similar officer, director officer or authorized signatory manager of the Borrower Parent (after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit GJ; (viivi) such documents and certifications (including Organization Documents and, if applicableavailable, good standing certificates) as the Blackstone Credit Representative Arranger may reasonably require to evidence (A) the identity, authority and capacity of that each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor Party is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viiivii) a customary legal an opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to the Borrower Loan Parties, (B) Loyens & Loeff N.V., Dutch counsel to the Arranger, (C) NautaDutilh New York P.C., Dutch counsel to the Loan Parties, and (D) such other local and foreign counsel in the Guarantorsapplicable jurisdictions as listed on Schedule 4.01(a)(vii), addressed to in each Secured Partycase, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; and (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.Arranger;

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactionstransactions contemplated by this Agreement): (i) executed counterparts of (A) this Agreement from Holdings the Borrower and the Co- Borrower, (B) the Holdings Guaranty from Holdings, each Guarantor and (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) the Security Agreement, duly executed by each of the Borrower, the Co-Borrower and each Subsidiary Guarantor, as applicable, together with (subject to the last paragraph of this Section 4.01):with: (1I) certificates, if any, representing the Pledged InterestsInterests in the Co-Borrower, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each other wholly owned Domestic Subsidiary (other than Immaterial Subsidiaries) of a Loan Party, Barbados Xxxxx and UK Holdco, in each case, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent), (2II) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Subsidiary Guarantor that is party to any Security Agreement created under the such Security Agreement, covering the Collateral described in the such Security Agreement, other than, with respect to security interests granted by UK Holdco, registrations with the Registrar of Companies for England and Wales, which shall be duly registered within 21 days of the Closing Date, and (3III) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); provided, however, that this provision does not apply with respect to foreign intellectual property; (iii) an the Intellectual Property Security AgreementAgreements, duly executed by each Domestic Loan Party that owns or exclusively licenses intellectual property that is required to be pledged in accordance with the applicable Security Agreement; provided, however, that this provision does not apply with respect to perfection and protections of the Liens over foreign intellectual property; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director director, manager or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GI; (vii) such customary documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower, the Co-Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal an opinion of (A) Xxxxxx Xxxxxxx Xxxxxxx & XxxxxxxXxxxxxxx LLP, special New York counsel to the Borrower, the Co- Borrower and the Subsidiary Guarantors, addressed to each Secured Partythe Agents and the Lenders on the Closing Date, in form and substance reasonably satisfactory to the Blackstone Credit Representative and Administrative Agent; and (Bix) if applicable, opinions of local counsel reasonably acceptable to for the Blackstone Credit Representative in each jurisdiction where any of Subsidiary Guarantors (or the Loan Parties is incorporated or organizedAdministrative Agent, addressed to each Secured Partyas applicable) listed on Schedule 4.01(a)(ix) hereto, in form and substance reasonably satisfactory to the Blackstone Credit Representative; and (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020Agent. (ci) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and each Subsidiary Guarantor shall have provided the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days business days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree)) and (ii) at least three days prior to the Closing Date, if the Borrower or Co-Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to such Person. (c) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.02) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date. (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid or reimbursed by the Borrower on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Creditthe Arrangers, to the extent invoiced at least three five Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term LoansLoan). Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as may be waived or otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, subject to Section 6.16, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, as applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, after giving effect to the TransactionsTransactions occurring on or before such date): (i) an executed counterparts counterpart of (A) this Agreement from Holdings and the Borrower, ; (Bii) the Holdings Guaranty from HoldingsGuaranty, duly executed by the Borrower and each Guarantor; (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (Diii) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (iiiv) the Perfection Certificate; (v) the Security Agreement, duly executed by the Borrower and each Guarantor, together with with: (A) subject to Section 6.16, to the last paragraph extent required to be pledged under the terms of this Section 4.01): (1) the Security Agreement, certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, Equity Interests in each wholly owned Wholly Owned Subsidiary other than Immaterial SubsidiariesSubsidiaries (and other than to the extent that such Equity Interests constitute Excluded Property), accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent,); (2B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all applicable United States jurisdictions that the Blackstone Credit Representative Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor Loan Party created under the Security Agreement, covering the Collateral described in the Security Agreement, and; (3C) evidence that all other actionsthe results of the Uniform Commercial Code (or equivalent) filings, recordings intellectual property lien searches, and filings of or tax and judgment lien searches made with respect to the Security Agreement that Loan Parties in the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to jurisdictions contemplated by the Perfection ExceptionsCertificate and copies of the financing statements (or similar documents) shall have been taken, completed or otherwise provided for in a manner disclosed by such search and evidence reasonably satisfactory to the Blackstone Credit Representative Administrative Agent that the liens indicated by such financing statements (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements)or similar documents) are permitted by this Agreement; (iiiD) subject to Section 6.16, insurance certificates and endorsements with respect to the insurance policies contemplated by Section 6.07, naming the Collateral Agent as additional insured or loss payee, as applicable; and (E) all other documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been executed by each Loan Party, as applicable, and filed or delivered to the Collateral Agent and, if applicable, shall be in proper form for filing in accordance with applicable Law; (vi) an Intellectual Property Security Agreement, duly executed by the Collateral Agent and each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such customary documents and certifications (including Organization Documents and, if applicable, good standing certificatescertificates or certificates of status) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor Loan Party is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal an opinion of (A) Xxxxxx Wxxxxxxx, Lxxxxx, Rxxxx & XxxxxxxKxxx, special New York counsel to the Borrower and (B) Gxxxxx Rxxx Xxxxxx Xxxxxxxxxx, local counsel to the GuarantorsBorrower, addressed to in each Secured Party, case in form and substance reasonably satisfactory to the Blackstone Administrative Agent; (ix) a solvency certificate executed by a senior financial officer (or an officer serving the equivalent function) of the Borrower (after giving effect to the Transactions occurring on or before the Closing Date) substantially in the form attached hereto as Exhibit J; (x) a Note executed by the Borrower in favor of each Lender requesting a Note at least three (3) Business Days prior to the Closing Date; (xi) a Committed Loan Notice and a Letter of Credit Representative and (B) Application, if applicable, local counsel reasonably acceptable in each case relating to the Blackstone initial Credit Representative in each jurisdiction where any of Extension to be made on the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeClosing Date; and (xii) a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in Sections 4.01(b), (d) and (e) have been satisfied. (b) The Blackstone Credit RepresentativeSince March 31, the Ally Representative and the Administrative Agent 2023, a Material Adverse Effect shall not have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020occurred. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders Borrower shall have received from provided at least four (4) Business Days prior to the Closing Date (x) all documentation and other information about the Borrower and the Guarantors all documentation and other information as has been reasonably requested in writing at least ten (10) days Business Days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and Administrative Agent or any Lender that the Administrative Agent as they or such Lender reasonably determine determines is required by regulatory authorities under applicable “know your customer” requirements and applicable anti-money-laundering rules laws, including the PATRIOT Act and regulations, including, without limitation(y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the PATRIOT Act, Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification in each case at least three Business Days prior relation to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree)Borrower. (d) The Refinancing shall have been, or shall concurrently with the initial funding representations and warranties of the Facilities beLoan Parties contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date, consummatedexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (e) No Default or Event of Default shall have occurred and be continuing or would result from the Transactions contemplated to occur on the Closing Date. (f) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters Letter and any other arrangements with the Administrative Agent reasonable and reasonable documented out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Creditthe Engagement Letter, to the extent such expenses are invoiced at least three (3) Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall shall, upon the initial borrowing hereunder, have been paid or shall be paid substantially concurrently with the initial funding under this Agreement (which amounts may may, at the Borrower’s option, be offset against the proceeds of the Initial Term LoansLoans or the proceeds of the funding of the Initial Revolving Credit Commitments). (g) The Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended at least 60 days prior to the Closing Date (which the Administrative Agent acknowledges, with respect to the 2021 and 2022 fiscal years, have been received) and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period (other than the fourth quarter of a fiscal year) ended at least 45 days prior to the Closing Date that is subsequent to the date of the latest financial statements delivered pursuant to the preceding clause (i). (h) The Borrower shall have issued the 7.750% Notes prior to, or substantially concurrently with, the initial Credit Extension hereunder on the Closing Date. Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower Borrowers and the Required Lenders: (a) Administrative Agent: The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) Transaction): executed counterparts of (A) this Agreement from Holdings and the each Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the each Subsidiary Guarantors, Guarantor and (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) ; the Security Agreement, duly executed by the Borrower and U.S. Holdings, the U.S. Borrower, each GuarantorSubsidiary Guarantor that is a Domestic Subsidiary, together with (subject to the last paragraph of this Section 4.01): (1) ): certificates, if any, representing the Pledged InterestsInterests in the Dutch Borrower, U.S. Borrower and, to the extent received by from the Borrower Sellers after Borrower’s Holdings’ use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Domestic Subsidiary other than Immaterial Subsidiaries, Subsidiaries referred to therein accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) ), copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Holdings, each Borrower and each Subsidiary Guarantor that is party to the Security Agreement created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) and evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) ; provided, however, that this provision does not apply with respect to foreign intellectual property; an Intellectual Property Security Agreement, duly executed by the U.S. Borrower and each Loan Party Subsidiary Guarantor that is a Domestic Subsidiary that owns intellectual property that is required to be pledged in accordance with the Security Agreement; , together with (ivsubject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; provided, however, that this provision does not apply with respect to perfection and protections of the Liens over foreign intellectual property; those certain Collateral Documents required to be delivered on the Closing Date pursuant to Schedule 1.01(l) duly executed by the parties thereto; a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) ; a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vi) ; a solvency certificate executed by the chief financial officer or similar officer, director officer or authorized signatory manager of the each Borrower (after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit G; (vii) I, together with supporting financial statements and calculations to the extent reasonably requested by the Arrangers; such documents and certifications (including Organization Documents and, if applicable, good standing certificatescertificates (which, in the case of Holdings and the Dutch Borrower, shall be an excerpt of the Trade Register of the Netherlands, dated not later than one day prior to the Closing Date)) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identitythat Holdings, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal ; an opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to Holdings, the Borrower Borrowers and the Subsidiary Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative Administrative Agent; and opinions of local and foreign counsel for the Borrowers and the Subsidiary Guarantors (Bor the Administrative Agent, as applicable) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Partylisted on Schedule 4.01(a)(x) hereto, in form and substance reasonably satisfactory to the Blackstone Credit Representative; and (b) Administrative Agent. Except as set forth on the Disclosure Schedules to the Purchase Agreement, since December 31, 2011, through and including the Closing Date, no Company Material Adverse Effect has occurred. The Blackstone Credit Representative, the Ally Representative Arrangers and the Administrative Agent shall have received unaudited (i) audited consolidated balance sheets of the Company and the related consolidated statements of income income, changes in equity and cash flows of Holdings the Company for the three most recently completed fiscal years ended at least 145 days before the Closing Date and (ii) unaudited combined balance sheets and related statements of income, changes in equity and cash flows of the Company for each subsequent fiscal quarter after December 31, 2011 ended at least 45 days before the Closing Date (other than any fiscal fourth quarter). The Arrangers and the Administrative Agent shall have received a pro forma combined balance sheet and related pro forma combined statement of income of the Dutch Borrower and its Subsidiaries (based on the financial statements of the Company referred to in Section 4.01(c) above) as of September 30and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or, 2020. if the most recently completed fiscal period is the end of a fiscal year, ended at least 145 days before the Closing Date), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (cin the case of such balance sheet) The Blackstone Credit Representativeor at the beginning of such period (in the case of such other financial statements), the Ally Representativewhich need not be prepared in compliance with Regulation S-X, the Administrative Agent or include adjustments for purchase accounting. Holdings, each Borrower and the other Lenders each Subsidiary Guarantor shall have received from provided the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days business days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. The Arrangers and the Administrative Agent shall have received a true and correct copy of the Purchase Agreement (as certified by a Responsible Officer of Holdings) and the Acquisition shall be consummated concurrently with the initial funding of the Facilities, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications, amendments, consents or waivers thereto or thereunder (other than any such modification, amendment, consent or waiver that is not material and adverse to the interests of the Lenders and the Arrangers) effected without the prior consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being hereby understood and agreed that any change in the purchase price payable in connection with the Acquisition shall not be deemed to be material and adverse to the interests of the Lenders and the Arrangers; provided that (A) any increase in the purchase price so payable is funded solely by an increase in the aggregate amount of the Equity Contribution, (B) any reduction in the purchase price so payable is allocated (x) first, to reduce the Equity Contribution to an amount that is equal to 25% of the total pro forma consolidated debt and equity capitalization of the Borrowers and their respective Subsidiaries on the Closing Date (excluding any Letters of Credit issued on the Closing Date and amounts funded hereunder or under the Senior Notes or Senior Secured Notes to fund upfront fees or original issue discount) after giving effect to the Transaction, and (y) second, (I) 75% to reduce any amounts to be funded pro rata under the Term B Commitments and (II) 25% to the Equity Contribution dollar for dollar on a pro rata basis and (C) the facts and circumstances underlying any reduction in such purchase price may be taken into account in assessing whether a Company Material Adverse Effect has occurred or in reasonably likely to occur). (dA) The Acquisition Representations and the Specified Representations shall be true and correct in all material respects (and in all respects, if any such Acquisition Representation or Specified Representation is already qualified by materiality); provided that at any time “Material Adverse Effect” is utilized in such representation and warranty it shall be deemed to refer to Company Material Adverse Effect; (B) the Dutch Borrower shall have received the proceeds from the Equity Contribution (in an amount not less than that contemplated by the definition of Transaction (or such lesser amount permitted by clause (B) of the proviso to Section 4.01(g)) and not less than 50.1% of such proceeds shall have been contributed by the Sponsor); and (C) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 by the Arranger or the Administrative Agent of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Restricted Subsidiaries, immediately after giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the Borrower, (B) the Holdings Guaranty from Holdings, the Guarantors existing on the Closing Date and (C) the Subsidiary Guaranty Intercompany Subordination Agreement from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate Borrower and (F) the Fee Letterseach Guarantor; (ii) the Security Agreement, duly executed by the Borrower and each GuarantorLoan Parties, together with (subject in all respects to the last paragraph of this Section 4.014.01(a)‎4.01(a)): (1A) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, Equity Interests accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent,; (2B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor such Loan Party created under the Security Agreement, covering the Collateral described in the Security Agreement, ; and (3C) evidence that subject to Section 6,176.17, all other actions, recordings documents and filings of or with respect instruments (other than any Mortgages) required to create and perfect the Collateral Agent’s security interest in the Collateral to the Security Agreement that extent required by the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) Collateral Documents shall have been takenexecuted by the Borrower and the other Loan Parties, completed or otherwise provided as applicable, and delivered and, if applicable, shall be in proper form for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements);filing; and (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) [a Note executed by the Borrower in favor of each Lender requesting a Note reasonably at least three (3) Business Days in advance of the Closing Date;] (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GF; (viivi) such documents and certifications (including the Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence certificates evidencing (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect; (viiivii) a customary legal opinion of (Ai) Xxxxxx Lxxxxx & XxxxxxxWxxxxxx LLP, special New York counsel to the Borrower and the Subsidiary Guarantors, (ii) Hxxx Xxxxxx, special Ohio counsel to the Borrower and the Subsidiary Guarantors, and (iii) Rxxxxxxx Xxxxxxx Xxx Xxxxxx, special Wisconsin counsel to the Borrower and the Subsidiary Guarantors, in each case, addressed to each Secured Party, in form and substance reasonably satisfactory ; and (viii) a certificate signed by a Responsible Officer of the Borrower certifying (i) as of the Closing Date to the Blackstone Credit Representative matters set forth in ‎Sections 4.01(f) and (Bj)Sections ‎4.01(c) if applicable, local counsel reasonably acceptable and ‎(f) and (ii) as to the Blackstone Credit Representative in each jurisdiction where any no Default or Event of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andDefault then existing. (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent Refinancing shall have received unaudited consolidated balance sheets and been consummated substantially concurrently with the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020initial Borrowing under this Agreement. (c) The Blackstone Credit Representativerepresentations and warranties contained in the Loan Documents shall be true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior except to the Closing Date by the Blackstone Credit Representative, the Ally Representative extent that such representations and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Actwarranties specifically refer to an earlier date, in each which case at least three Business Days prior to the Closing Date they shall be true and correct in all material respects (or in all respects if any such shorter period representation or warranty is already qualified by materiality) as the Administrative Agent shall otherwise agree)of such earlier date. (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters Agreement and any other arrangements with the Administrative Agent Fee Letter and reasonable reasonable, documented out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or and any other written agreement with Blackstone CreditFee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been been, or shall concurrently with the initial Borrowing under this Agreement be, paid (which amounts may be offset against the proceeds of the Initial Term LoansFacilities). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the . (e) The Administrative Agent shall have received written notice from such Lender at least three (3) days prior to the Closing Date specifying its objection theretoall documentation and other information about the Borrower and each Subsidiary Guarantor as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by such Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and, solely to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings Holdings, the Borrower, the Administrative Agent and the Borrowerinitial Lenders, (B) the Holdings Guaranty from HoldingsHoldings and the Administrative Agent, (C) the Subsidiary Guaranty from each Loan Party (other than Holdings) and the Subsidiary GuarantorsAdministrative Agent, (D) the Intercompany Subordination Agreement, Agreement and (E) the perfection certificate and (F) the Fee LettersPerfection Certificate; (ii) the Security Agreement, duly executed by Holdings, the Borrower and each Subsidiary Guarantor, together with (subject to the last paragraph of this Section 4.01Schedule 6.16): (1) certificates, if any, representing the Pledged InterestsInterests in the Borrower and, to the extent received by the Borrower Holdings after Borrower’s Holdings’ use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral First Lien Administrative Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor Loan Party created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by the Collateral Agent and each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, Notice relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that Holdings, the Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal an opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to Holdings, the Borrower and the Subsidiary Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent; and (bix) The Blackstone Credit Representativea certificate of a Responsible Officer of the Borrower certifying that the condition set forth in Section 4.01(d)(i)(A), the Ally Representative 4.01(e), 4.01(f) and the Administrative Agent shall 4.01(g) have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020been satisfied. (cb) The Blackstone Credit RepresentativeHoldings, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the other Guarantors all shall have provided the documentation and other information reasonably requested in writing at least ten (10) business days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-anti- money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and a Beneficial Ownership Certification, in each case at least three Business Days business days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (c) The First Lien Facilities Documentation required by the terms of the First Lien Credit Agreement and the First Lien/Second Lien Intercreditor Agreement shall have been duly executed and delivered by each Loan Party thereto to the First Lien Administrative Agent and shall be in full force and effect, and substantially contemporaneously with the funding of the Initial Loans, the First Lien Facilities shall be funded. (d) The (i) (A) 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; and (B) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender the Lenders to make its the initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower Parent and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified, each properly and duly executed by a Responsible Officer of the signing Loan PartyParty or Holdings, as applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date or, in the case of the certificate of good standing with respect to Holdings to be delivered under paragraph (v) below, not more than 30 days prior to the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its SubsidiariesLoan Parties, giving effect to the Transactions):Transactions and Liens under Closing Date Collateral Documents), in each case except as specified on Schedule 6.16: (i) executed counterparts of (A) this Agreement from Holdings and the Parent, the Borrower, the Administrative Agent, the Collateral Agent and the initial Lenders and (B) the Holdings Guaranty from Holdingsthe Isle of Man Loan Party, the U.S. Loan Parties, the English Loan Parties, the Administrative Agent and the Collateral Agent and (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination AgreementAgreement from Holdings, (E) the perfection certificate Parent, the U.S. Loan Parties, the English Loan Parties, the Administrative Agent and (F) the Fee LettersCollateral Agent; (ii) the Security AgreementClosing Date Collateral Documents, duly executed by each of the Borrower Loan Parties thereto, Holdings and each Guarantorthe Collateral Agent, together with as applicable; (subject iii) a Committed Loan Notice relating to the last paragraph of this Section 4.01):initial Credit Extension; (1iv) certificatesa solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of Parent (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit F; (v) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization or incorporation of each Loan Party and Holdings incorporated in the U.S. or the Cayman Islands (in each case, to the extent applicable); (vi) a copy of the constitutional documents of each U.S. Loan Party, each English Loan Party, the Isle of Man Loan Party and Holdings, being, in the case of Holdings, its certificate of incorporation, all its certificates of incorporation on change of name, if any, representing and its memorandum and articles of association; (vii) the Pledged Interestsregister of directors, the register of officers and the register of mortgages and charges of Holdings; 141 (viii) copy of a resolution of the board of directors (or board of managers or other equivalent body) of Holdings, the Isle of Man Loan Party, each U.S. Loan Party and each English Loan Party (x) approving the terms of and the transactions contemplated by the Loan Documents to which it is a party and resolving that it execute the Loan Documents to which it is a party; (y) authorizing a specified person or persons to execute each Loan Document to which it is a party on its behalf; and (z) authorizing a specified person or persons on its behalf, to sign and/or dispatch all documents and notices (including any Committed Loan Notice, except in the extent received case of Holdings) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (ix) a copy of a resolution of the shareholders of the Isle of Man Loan Party and each English Loan Party (other than the Parent), approving the terms of, and the transactions contemplated by the Borrower after Borrower’s use Loan Documents to which it is a party; (x) certificates of commercially reasonable efforts customary resolutions or other customary action, incumbency certificates and/or other customary certificates of Responsible Officers of the Isle of Man Loan Party, each U.S. Loan Party, each English Loan Party and Holdings evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to receive act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such certificates Loan Party or otherwise without undue burden Holdings is a party or expenseis to be a party on the Closing Date (including specimen signatures of each such Responsible Officer) and certifying (i) that the documents referred to in paragraphs (v) to (ix) above are true, correct and complete, and in each wholly owned Subsidiary other than Immaterial Subsidiariesfull force and effect and have not been amended or superseded since the date of this Agreement and (ii) solely with respect to any English Loan Party, accompanied by undated stock powers executed in blank (or stock transfer formsthat the borrowing, guaranteeing and/or securing, as applicableappropriate, the Initial Term Loans would not cause any borrowing, guaranteeing, securing or similar limit binding on it to be exceeded; (xi) a certificate of the registered agent of the Isle of Man Loan Party in the agreed form addressed to Xxxxxxx (Isle of Man) LLC and the Collateral Agent to be dated no earlier that the date this Agreement, together with a certified copy of the register of directors, members and charges of the Isle of Man Loan Party; (xii) the following legal opinions: (A) a customary legal opinion of Xxxxxx & Xxxxxxx LLP in respect of the capacity and authority of each U.S. Loan Party and the enforceability of any Loan Document governed by New York law, (B) a customary legal opinion of Milbank LLP in respect of the capacity and authority of any English Loan Party and the enforceability of any Loan Document governed by English law, (C) a customary legal opinion of Xxxxxx and Xxxxxx (Cayman) LLP in respect of the capacity and authority of Holdings and (D) a customary legal opinion of Xxxxxxx (Isle of Man) LLC in respect of the capacity and authority of the Isle of Man Loan Party; (xiii) a certificate of a Responsible Officer of Parent certifying that the conditions set forth in Section 4.01(c) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable4.01(e) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, satisfied; and (3xiv) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable Closing Date Collateral Documents required in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) a customary legal opinion of (A) Xxxxxx & Xxxxxxx, special New York counsel to the Borrower and the Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andmanner. (b) The Blackstone Credit RepresentativeBorrower, the Ally Representative other U.S. Loan Parties and the Administrative Agent English Loan Parties shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30provided, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree), the documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations as has been reasonably requested in writing by each of the Administrative Agent and the Collateral Agent at least ten (10) Business Days prior to the Closing Date. (c) The representations and warranties of Holdings, Borrower and each other U.S. Loan Party and each English Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone CreditAgreement, to the extent invoiced in reasonable detail at least three five Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). (e) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom on the Closing Date. Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to execute and deliver this Agreement, and to make its respective Commitments and its initial Credit Extension hereunder on the Closing Date Date, is subject to satisfaction or due waiver (in accordance with Section 10.01 of each 10.01) of the following conditions precedent, except as otherwise agreed between the Borrower and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative shall have received all ’s receipt of the following, each of which shall be originals or facsimiles or “pdf.pdf” or “tiff” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to Holdings, the Borrower and its Subsidiaries, as applicable, giving effect to the Transactions2018 Refinancing): (i) executed counterparts of (A) this Agreement from Holdings and the BorrowerAgreement, (B) the a Holdings Guaranty from Holdings, Holdings and (C) the a Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) the Security Agreement, duly executed by the Borrower Borrower, Holdings and each Guarantorthe Subsidiary Guarantors, together with: (A) the results of a search of the Uniform Commercial Code (or equivalent), judgment and tax lien filings made with (subject respect to the last paragraph Loan Parties in the jurisdictions contemplated by Security Agreement and copies of this Section 4.01): the financing statements (1or similar documents) certificates, if any, representing the Pledged Interests, disclosed by such search and evidence reasonably satisfactory to the extent received Administrative Agent that the Liens indicated by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank financing statements (or stock transfer formssimilar documents) are Permitted Liens or have been, as applicable) and instruments evidencing or substantially contemporaneously with the Pledged Debt indorsed in blank (or instrument initial funding of transferInitial Term Loans on the Closing Date will be, as applicable) shall have been delivered to the Collateral Agentreleased, (2B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of against the Borrower and each Guarantor the Guarantors created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3C) evidence that all other actions, recordings and filings of or with respect to the Borrower and the Guarantors contemplated by the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection ExceptionsExceptions (as defined in the Security Agreement)) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements)Administrative Agent; (iii) an the Intellectual Property Security AgreementAgreements, duly executed by each the applicable Loan Party that owns intellectual property that is required to be pledged in accordance with the Security AgreementParties; (iv) a Note executed by the Borrower in favor such customary certificates of each Lender requesting a Note reasonably in advance resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Closing Date; (v) a Committed Loan NoticeBorrower, to be delivered to the Subsidiary Guarantors and Holdings as the Administrative Agent, Agent may require evidencing the Ally Representative approval and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory authorization of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) execution, delivery and performance by such documents Loan Party of, and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting thereof authorized to act as such a Responsible Officer in connection with with, this Agreement and the other Loan Documents to which each of the Borrower, the Subsidiary Guarantors and Holdings is a party or is to be a party; (Bv) (A) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrower Borrower, the Subsidiary Guarantors and each Guarantor Holdings is duly organized or formed, and that each of them the Borrower, the Subsidiary Guarantors and Holdings is validly existing and, to the extent applicable, and in good standingstanding in its jurisdiction of organization, except to and (B) a customary officer’s certificate executed by a Responsible Officer of the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse EffectBorrower confirming satisfaction of the conditions set forth in Sections 4.02(a) and 4.02(b); (viiiA) a customary legal an opinion of (A) Xxxxxx Debevoise & XxxxxxxXxxxxxxx LLP, special New York counsel to the Borrower Borrower, the Subsidiary Guarantors and the GuarantorsHoldings, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative Administrative Agent, and (B) if applicablean opinion of Xxxxxxxx, local Xxxxxx & Finger, P.A., special Delaware counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any certain of the Loan Parties is incorporated or organizedParties, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent; (vii) a Note executed by the Borrower in favor of each Lender that has requested a Note no later than five (5) Business Days prior to the Closing Date; (viii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the 2018 Refinancing) substantially in the form attached hereto as Exhibit I; (ix) the Intercreditor Agreement, acknowledged by each Loan Party; and (x) a copy of the certificate delivered to the trustee under the Senior Notes Indenture designating this Agreement as a “Credit Agreement” thereunder. (b) The Blackstone Credit RepresentativeTo the extent required by the Security Agreement, the Ally Representative and the Administrative Agent shall have received, or shall be satisfied that the First Lien Administrative Agent shall have received unaudited consolidated balance sheets in accordance with the Intercreditor Agreement, (i) all certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing the related consolidated statements Pledged Debt, in each case which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of income transfer or assignment in blank, all in form and cash flows of Holdings and its Subsidiaries as of September 30, 2020substance reasonably satisfactory to the Administrative Agent. (c) The Blackstone Credit Representative[Reserved]. (d) Holdings, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and each Subsidiary Guarantor shall have provided the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days (3) days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree)Date. (di) The Refinancing All Indebtedness and other amounts (other than contingent indemnification obligations) outstanding under the 9.125% senior notes of Syniverse Foreign Holdings Corporation due 2022 issued on January 11, 2017, and any exchange notes issued in exchange therefor, pursuant to the Indenture dated as of January 11, 2017, among Wilmington Trust, National Association, as trustee, Syniverse Foreign Holdings Corporation, the Borrower and the Subsidiary Guarantors, as amended, supplemented or otherwise modified, and under such Indenture, including all accrued and unpaid interest and premiums, shall have been, or shall substantially concurrently with be, repaid, redeemed, repurchased, defeased, satisfied and discharged or otherwise discharged, and all related guarantees shall have been, or shall substantially concurrently be, terminated and released, and the initial funding Administrative Agent shall have received reasonably satisfactory evidence thereof, and (ii) all Term Commitments and all Tranche B Term Loan Commitments (each such term as defined in the First Lien Credit Agreement, as in effect immediately prior to the Closing Date) shall have been, or shall substantially concurrently be, terminated and all outstanding obligations (other than contingent indemnification obligations), including all accrued and unpaid interest, in respect of the Facilities Initial Term Loans and the Tranche B Term Loans (each such term as defined in the First Lien Credit Agreement, as in effect immediately prior to the Closing Date) shall have been, or shall substantially concurrently be, consummated.paid in full, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. 100 Syniverse Second Lien Credit Agreement (ef) All fees required and reasonable and documented expenses (including without limitation reasonable and documented legal fees and expenses) separately agreed by the Borrower to be paid on to the Closing Date pursuant to this AgreementArrangers, the Fee Letters and any other arrangements with Lenders or the Administrative Agent and reasonable out-of-pocket expenses required to be in respect of the transactions contemplated hereby shall have been, or shall substantially concurrently be, paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent due (and, in the case of expenses, invoiced in reasonable detail at least three two Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans)). Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as that has funded any portion of a Loan on or after the Closing Date or has signed this Agreement on or after the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower Borrowers and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (if applicable), each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the BorrowerBorrowers, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the each Subsidiary GuarantorsGuarantor, (D) the Intercompany Subordination ABL Intercreditor Agreement, (E) the perfection certificate Intercompany Subordination Agreement and (F) the Fee LettersPerfection Certificate; (ii) the Security Agreement, duly executed by the Holdings, each Borrower and each Subsidiary Guarantor, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged InterestsInterests in the Borrowers and, to the extent received by the Borrower Holdings after Borrower’s Holdings’ use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Domestic Subsidiary of the Loan Parties other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Existing Term Loan Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of Holdings, the Borrower Borrowers and each Subsidiary Guarantor created under the Security Agreementunder, and covering the Collateral described in in, the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower applicable Borrower(s) in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower Representative (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that Holdings, the Borrower Borrowers and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viiii) a customary legal an opinion of (A) Xxxxxx & XxxxxxxXxxxx Day, special New York and Delaware counsel to the Borrower and the GuarantorsLoan Parties, addressed to the Arrangers and each Secured Party, Party and in form and substance reasonably satisfactory to the Blackstone Credit Representative and Administrative Agent; (Bix) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any a certificate of a Responsible Officer of the Loan Parties is incorporated or organizedBorrower Representative certifying that the conditions set forth in Section 4.01(b), addressed to each Secured Party, in form 4.01(g) and substance reasonably satisfactory to the Blackstone Credit Representative4.01(h) have been satisfied; and (bx) The Blackstone Credit Representativea Borrowing Base Certificate with respect to the Borrowing Base, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries calculated as of September 30March 31, 2020. (c) The Blackstone Credit Representative2018, which meets the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agreerequirements of Section 6.02(h). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files unless otherwise specifiedspecified (provided that, if reasonably requested by the Administrative Agent, facsimiles or “pdf” files shall be promptly followed by originals), each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions):attachments: (i) executed counterparts of (A) this Agreement from Holdings Parent, the Borrower, each Lender set forth on Schedule 2.01 and the BorrowerAdministrative Agent, (B) the Holdings Guaranty from Holdings, each Loan Party and (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters;. (ii) each of the Closing Security AgreementDocuments and, duly executed by the Borrower and each Guarantor, together with (subject to the last paragraph of this Section 4.01): , of the notices and instruments required thereunder for security interest perfection purposes (1) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (viv) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit ExtensionExtensions; (viv) a solvency certificate executed by the chief financial officer or similar officer, director officer or authorized signatory manager of the Borrower (after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit GI; (viivi) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of that each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor Party is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viiivii) a customary legal an opinion of (A) Xxxxxx & XxxxxxxXxxxxxx LLP, special New York counsel to the Borrower Loan Parties, (B) an opinion of Xxxxxxxx Xxxx LLP, Ohio counsel to C-MARC, LLC, Imagepace, LLC, Medpace Bioanalytical Laboratories, LLC, Medpace Holding Company, Inc., Medpace Reference Laboratories LLC, Medpace, Inc. and the GuarantorsMedpace Clinical Pharmacology, LLC, and (C) an opinion of Xxxxxxxxxx & Xxxxx, P.A., Minnesota counsel to Medpace Medical Device, Inc., each addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative Administrative Agent; (viii) certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 Loan Party is a party or is to be a party on the Closing Date; and (ix) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in clauses (e), (g), (h), (i) and (Bj) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andthis Section 4.01. (b) The Blackstone Credit Representative, the Ally Representative Arrangers and the Administrative Agent shall have received (i) the Audited Financial Statements, (ii) an unaudited consolidated balance sheets sheet of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2013 and the related consolidated statements of income income, stockholders’ equity and cash flows for such fiscal quarter and (iii) an unaudited pro forma consolidated balance sheet of Holdings the Borrower and its Subsidiaries as of September 30January 4, 20202014, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders Each Loan Party shall have received from provided the Borrower and the Guarantors all documentation and other information reasonably requested in writing by the Administrative Agent at least ten (10) 10 days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by U.S. regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, including the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (d) The Refinancing All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.01) in the Collateral shall have beenbeen taken under the Closing Security Documents, in each case, to the extent such Collateral (including the creation or shall concurrently perfection of any security interest) is required to be provided on the Closing Date hereunder. (e) Prior to or substantially contemporaneously with the initial funding of Loans on the Facilities beClosing Date, consummatedthe Existing Credit Agreement Refinancing shall have occurred, all Liens securing the Indebtedness in respect thereof shall have been released and the Administrative Agent shall have received reasonably satisfactory evidence thereof (including receipt of duly executed payoff letters, customary lien searches and UCC-3 and other termination statements and releases). (ef) All fees required to be paid on the Closing Date pursuant to this Agreementfees, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses and other compensation required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Creditotherwise agreed in writing between the Arrangers and the Borrower (including legal fees and expenses), to the extent invoiced at least three Business Days five days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of any Revolving Credit Borrowing on the Closing Date or, if funds are not available thereunder, the Initial Term Loans). (g) Since February 22, 2014, no Company Material Adverse Effect shall have occurred. (h) The Acquisition (including the Merger) shall have been or, substantially concurrently with the initial funding of Loans on the Closing Date shall be, consummated in accordance with the terms of the Merger Agreement in the executed form delivered to the Administrative Agent on February 22, 2014, without giving effect to any modifications, amendments or express waivers thereto that are materially adverse to the Lenders without the consent of the Arrangers (not to be unreasonably withheld). (i) The Equity Contribution shall have been or, substantially concurrently with the initial funding of Loans on the Closing Date shall be, consummated, and which, to the extent constituting other than common Equity Interests, shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Arrangers to the extent material to the interests of the Lenders. (j) The Specified Representations shall be true and correct in all material respects, except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true in all respects. The Acquisition Representations shall be true and correct in all material respects, except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true in all respects. Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the BorrowerBorrowers, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the each Subsidiary Guarantors, Guarantor and (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) a customary perfection certificate, duly executed by the Loan Parties; (iii) the Security Agreement, duly executed by Holdings, the Borrower Borrowers and each Subsidiary Guarantor, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, to the extent received by the Interests in each Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in and each wholly owned Domestic Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral AgentAgent following pay-off of the Existing Credit Agreements, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Holdings, each Borrower and each Subsidiary Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iiiiv) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property (and, to the extent applicable, is the exclusive licensee of registered copyrights) that is required to be pledged in accordance with the Security Agreement; (ivv) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vvi) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vivii) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Parent Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GI; (viiviii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Holdings, each Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;; and (viiiix) a customary legal an opinion of (A) Xxxxxx Xxxxxxxx & XxxxxxxXxxxx LLP, special New York and California counsel to Holdings, the Borrower Borrowers and the Subsidiary Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andAdministrative Agent. (b) The Blackstone Credit Representative, the Ally Representative Arrangers and the Administrative Agent shall have received unaudited (i) audited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries the Parent Borrower as of September 30and for the fiscal year ended December 31, 20202017 and (ii) unaudited condensed consolidated balance sheets and the related consolidated statements of income of the Parent Borrower as of the end of and for the three month period ended March 31, 2018 and as of and for any fiscal quarter (other than the fourth fiscal quarter) ended at least 45 days prior to the Closing Date. (c) The Blackstone Credit Representative, the Ally Representative, Arrangers and the Administrative Agent and the other Lenders shall have received from a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower or a direct or indirect parent of the Parent Borrower and its Subsidiaries as of and for the Guarantors all twelve-month period ending on March 31, 2018, prepared so as to give effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or as if the Transactions had occurred at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X, or include adjustments for purchase accounting. (d) (i) Holdings and the Borrowers shall have provided the documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days business days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree) and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Parent Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrowers shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (de) The Second Lien Facility Documentation required by the terms of the Second Lien Credit Agreement and the First Lien/Second Lien Intercreditor Agreement shall have been duly executed and delivered by each Loan Party thereto to the Second Lien Administrative Agent and shall be in full force and effect, and substantially contemporaneously with the funding of the Facilities, the Second Lien Facility shall be funded. (f) (i) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Required LendersAdministrative Agent: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit Representative, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower Holdings and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from Holdings and the BorrowerBorrowers, (B) the Holdings Guaranty from Holdings, Holdings and (C) the Subsidiary Guaranty from the each Borrower and Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee LettersGuarantor; (ii) a customary perfection certificate, duly executed by the Loan Parties; (iii) the Security Agreement, duly executed by the Holdings, each Borrower and each Subsidiary Guarantor, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, Interests in each Borrower and each wholly owned Domestic Subsidiary (other than to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary constituting Excluded Property) other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral AgentAgent following pay-off of the Existing Credit Agreement, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Holdings, each Borrower and each Subsidiary Guarantor created under the Security Agreement, covering the Collateral described in the Security Agreement, and (3) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (subject to the Perfection Exceptions) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iiiiv) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (ivv) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vvi) a Committed Loan NoticeNotice and a Letter of Credit Application, to be delivered to the Administrative Agentif applicable, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, in each case relating to the initial Credit Extension; (vivii) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit GI; (viiviii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such in connection with this Agreement and the other Loan Documents and (B) that the Holdings, each Borrower and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standingstanding in the applicable jurisdiction of organization, except to the extent that failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect;; and (viii) a customary legal opinion of (A) Xxxxxx an opinion of Xxxxxxxx & XxxxxxxXxxxx LLP, special New York counsel to Holdings, the Borrower Borrowers and the GuarantorsSubsidiary Guarantor, and (B) an opinion of Xxxx Xxxxxxxxxx & Hollister LLP, Ohio counsel to the Loan Parties, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; andAdministrative Agent. (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020[Reserved]. (ci) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent Holdings and the other Lenders Borrowers shall have received from provided the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent Arrangers as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days business days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree) and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Parent Borrower at least 2 days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree), a Beneficial Ownership Certification in relation to the Borrowers shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (d) The (i) the Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) Since December 31, 2020, there shall not have occurred any Material Adverse Effect. (f) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters Letter and any other arrangements with the Administrative Agent or the Arrangers and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Creditthe Arrangers, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Parent Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term LoansLoans at the Parent Borrower’s election). Without limiting the generality of the provisions of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to the Initial Credit Extension on the Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction or due waiver in accordance with Section 10.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent, the Ally Representative and the Blackstone Credit Representative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Blackstone Credit RepresentativeAdministrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to Holdings and the Borrower and its Subsidiaries, giving effect to the TransactionsBorrower): (i) i. executed counterparts of (A) this Agreement from Holdings and the Borrower, (B) the Holdings Guaranty from Holdings, (C) the Subsidiary Guaranty from the Subsidiary Guarantors, (D) the Intercompany Subordination Agreement, (E) the perfection certificate and (F) the Fee Letters; (ii) . the Security Reaffirmation Agreement, duly executed by the Borrower and each GuarantorLoan Parties, together with (subject to the last paragraph of this Section 4.01): (1) certificates, if any, representing the Pledged Interests, to the extent received by the Borrower after Borrower’s use of commercially reasonable efforts to receive such certificates or otherwise without undue burden or expense, in each wholly owned Subsidiary other than Immaterial Subsidiaries, accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt indorsed in blank (or instrument of transfer, as applicable) shall have been delivered to the Collateral Agent, (2) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Blackstone Credit Representative Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and each Guarantor such Loan Party created under the Security Guarantee and Collateral Agreement, covering the Collateral described in the Security Guarantee and Collateral Agreement, and (3) evidence that ; all other actionsdocuments and instruments (including any Intellectual Property Security Agreements, recordings relevant notices, stock transfer forms executed in blank and filings share certificates and documents of or with respect title) required to the Security Agreement that create the Administrative Agent may deem reasonably necessary or desirable Agent’s first priority security interest in order to perfect and protect the Liens created thereby (subject to Collateral granted by the Perfection Exceptions) Loan Parties shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Blackstone Credit Representative (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements); (iii) an Intellectual Property Security Agreement, duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (iv) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (v) a Committed Loan Notice, to be delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative at least five (5) Business Days prior to the Closing Date, relating to the initial Credit Extension; (vi) a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G; (vii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Blackstone Credit Representative may reasonably require to evidence (A) the identity, authority and capacity of each Responsible Officer of the Loan Parties acting as such be in connection with this Agreement and the other Loan Documents and (B) that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effectproper form for filing; (viii) a customary legal opinion of (A) Xxxxxx & Xxxxxxx, special New York counsel to the Borrower and the Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; and (b) The Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall have received unaudited consolidated balance sheets and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries as of September 30, 2020. (c) The Blackstone Credit Representative, the Ally Representative, the Administrative Agent and the other Lenders shall have received from the Borrower and the Guarantors all documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Blackstone Credit Representative, the Ally Representative and the Administrative Agent as they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (d) The Refinancing shall have been, or shall concurrently with the initial funding of the Facilities be, consummated. (e) All fees required to be paid on the Closing Date pursuant to this Agreement, the Fee Letters and any other arrangements with the Administrative Agent and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to this Agreement or any other written agreement with Blackstone Credit, to the extent invoiced at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). 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 as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.