Common use of Funding Date Clause in Contracts

Funding Date. The conditions precedent set forth in Sections 5.01 through 5.21 shall have been satisfied, and the Funding Date shall have occurred, on or prior to the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, (x) to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (after giving effect to the preceding sentence), then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the Borrowers to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 5 are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility shall become effective on the first date on which each of the following conditions precedent set forth is satisfied (or waived in Sections 5.01 through 5.21 accordance with Section 2.05(b)(i)) which date shall have been satisfiedoccur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date shall have occurred, does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person): (a) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, (x) except to the extent any item is required that such representations and warranties specifically refer to be satisfactory to any Lenderan earlier date, such item in which case they shall be deemed satisfactory true and correct in all material respects (except that any representation and warranty that is qualified as to each Lender which has not notified the Administrative Agent “materiality” or “Material Adverse Effect” shall be true and correct in writing prior to the occurrence all respects) as of the Funding Date that the respective item such earlier date and no Default or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any fact, condition or event that Unmatured Default has occurred and which is continuing or would reasonably be expected to have a Material Adverse Effect or a material adverse effect result from the Advance of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event Term Loans on the Funding Date. Upon ; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good faith determination standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the conditions specified in this Section 5 have been met (Borrower and its Subsidiaries, on a consolidated basis after giving effect to the preceding sentence)Spin Transaction, then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met are Solvent; (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty xii) receipt by each of the Borrowers to the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and each 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Lenders that all the conditions specified in this Section 5 are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent: (a) The conditions precedent set forth in Sections 5.01 through 5.21 Acquisition shall have been satisfiedconsummated in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have occurred, been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, (x) including, to the extent any item is invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be satisfactory reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to any Lendertheir respective businesses, assets, operations or financial position, except such item shall be deemed satisfactory to each Lender changes which has have not notified had, individually or in the Administrative Agent in writing prior to the occurrence of the Funding Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any factaggregate, condition or event that has occurred and which would reasonably be expected to have a Company Material Adverse Effect or a material adverse effect Effect. For purposes of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met clause (after giving effect to the preceding sentencee), then the Funding Date “Company Material Adverse Effect” shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although meaning set forth in the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the Borrowers to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 5 are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required LendersPurchase Agreement.

Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions precedent set forth is satisfied (or waived in Sections 5.01 through 5.21 accordance with Section 9.02): (a) The Administrative Agent shall have been satisfiedreceived from each party thereto either (i) a counterpart of each Loan Document (excluding the Mortgages, and the Funding Date which shall have occurred, be delivered in accordance with Section 5.13) signed on behalf of such party or prior to the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, (xii) to the extent any item is required to be written evidence reasonably satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent (which may include facsimile transmission or other electronic imaging of a signed signature page of each Loan Document) that such party has signed a counterpart of each Loan Document (excluding the Mortgages, which shall be delivered in writing prior to the occurrence of the Funding Date that the respective item or matter does not meet its satisfaction and accordance with Section 5.13). (yb) in determining whether any Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each Lender which has not notified the The Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (after giving effect to the preceding sentence), then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met received a favorable written opinion (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the Borrowers addressed to the Administrative Agent and each the Lenders) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings, the Borrower and the Restricted Subsidiaries, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for Holdings, the Borrower and the Restricted Subsidiaries, (i) dated as of the Lenders that all Funding Date and (ii) covering such matters relating to the conditions specified in this Section 5 are satisfied Loan Parties or the Loan Documents as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at shall reasonably request. Each of Holdings and the Notice Office for Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the account Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Lenders andTransactions and any other legal matters relating to the Loan Parties or the Loan Documents, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Required Funding Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 (for purposes of the conditions set forth in paragraphs (a) and (b) of Section 4.03, after giving effect to the consummation of the Spin-Off). (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Funding Date, including, to the extent invoiced at least two Business Days prior to the Funding Date, reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) incurred between the Effective Date and the Funding Date required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any other agreement entered into by any of the Arrangers, the Administrative Agent and the Lenders, on the one hand, and any of the Loan Parties, on the other hand; provided that such amounts may be offset against the proceeds of the Tranche A Term Loans. (f) The Collateral and Guarantee Requirement shall have been satisfied to the extent applicable and the Administrative Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security Document, except as otherwise set forth in the Collateral and Guarantee Requirement or Section 5.13. The Administrative Agent shall have received a completed Perfection Certificate dated the Funding Date and signed by a Financial Officer or legal officer of each of Holdings and the Borrower, together with all attachments contemplated thereby, including (i) the results of a bring-down search of the Uniform Commercial Code (or equivalent) filings and Federal and State tax filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, in each case that are reasonably requested by the Administrative Agent, (ii) copies of the financing statements (or similar documents) disclosed by such search and (iii) evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of the Loans on the Funding Date be released or terminated. (g) The Administrative Agent shall have received evidence that the flood insurance required by Section 5.07 is in effect. (h) The Lenders shall have received a certificate from a Financial Officer of Holdings, substantially in the form of Exhibit J, certifying as to the solvency of Holdings and its Restricted Subsidiaries as of the Spin-Off Date on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby. (i) The Transactions shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing, in accordance with applicable law in all material respects and, in all material respects, consistent with the information set forth in the Form 10 (it being understood that the Spin-Off shall be deemed to have been consummated substantially concurrently with the initial Borrowing to the extent that the Spin-Off occurs promptly after 12:00 a.m., New York City time, on the first calendar day following the date on which the initial Borrowing occurs). (j) The Lenders shall have received a copy of the most recently available version of each material Spin-Off Document and each other Spin-Off Document requested by the Administrative Agent, each certified by a Financial Officer of Holdings as being complete and correct. The terms of the Distribution Agreement shall not contain any modifications from the information set forth in the Form 10, as filed with and declared effective by the SEC and as the same may be amended, supplemented or modified on or prior to the date that is three Business Days prior to the Effective Date, that are material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent (it being understood that the inclusion of information in the Distribution Agreement for which there is a placeholder in the Form 10, such as the distribution ratio and the distribution and record, dates, shall not be deemed to be material and adverse to the rights or interests of the Lenders), and no term or condition of the Distribution Agreement or any related agreement shall have been waived, amended or otherwise modified in a manner material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent. (k) All conditions to the Spin-Off set forth in the Form 10 and in the Distribution Agreement (other than the funding of the Loans) shall have been satisfied or shall be satisfied substantially concurrently with the initial Borrowing (or shall have been waived, amended or otherwise modified in a manner not material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent), it being understood that such conditions shall be deemed to have been satisfied substantially concurrently with the initial Borrowing to the extent that such conditions are satisfied promptly after 12:00 a.m., New York City time, on the first calendar day following the date on which the initial Borrowing occurs. There shall be no material payments or distributions by Holdings or any of its subsidiaries to Exelis or any of its subsidiaries (other than Holdings and its subsidiaries) in connection with the Spin-Off, other than the payment of the Funding Date Distribution and, if applicable, the Working Capital Adjustment. (l) The Lenders that have executed a non-reliance letter in form and substance satisfactory to the applicable solvency opinion provider shall have received a copy of the solvency opinion delivered to the Board of Directors of Exelis (or, if applicable, of Holdings or the Borrower) in connection with the Spin-Off (provided that the Administrative Agent and the Lenders shall not be required to be addressees or beneficiaries of such opinion). (m) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any Restricted Subsidiary shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01. (n) The Borrower shall have delivered to the Administrative Agent the notice required by Section 2.03. (o) On the Funding Date, immediately after giving effect to the Transactions (other than the Spin-Off), Holdings, the Borrower and the Subsidiaries (determined after giving pro forma effect to the Spin-Off) will have cash on hand of not less than $25,000,000. (p) The Borrower shall have received written notice from the Defense Contract Management Agency, either through the Divisional Administrative Contracting Officer (DACO) or her delegate, that its accounting system is approved (i.e., is an “acceptable accounting system” as defined in the Department of Defense Federal Acquisition Regulation Supplement (“DFARS”) § 252.242-7006) and that the withholds applied on April 30, 2014, under DFARS § 252.242-7005 have been discontinued. (q) No action or event shall have occurred during the period from and including the Effective Date to and including the Funding Date which would have constituted a non-compliance by Holdings or the Borrower with each of the covenants set forth in Articles V (other than Sections 5.01, 5.03, the second sentence of 5.07, 5.10, 5.11, 5.12, 5.13 and 5.15) and VI (other than Sections 6.12 and 6.13 and provided that, solely for purposes of this clause (q), transactions with Exelis or any of its subsidiaries under or in connection with the Transactions or conducted consistent with prior practice shall not be deemed to constitute non-compliance by Holdings or the Borrower with the covenant set forth in Section 6.09) of this Agreement as if such covenants had been effective from and including the Effective Date (it being understood, for the avoidance of doubt, that the covenants in Articles V and VI of this Agreement shall not be effective prior to the Funding Date); provided that if any such action or event shall have occurred with respect to any such covenant, the condition precedent in this paragraph (q) shall nonetheless be satisfied if such action or event has been cured with respect to such covenant if, as of the Funding Date, Holdings and the Borrower are in compliance with such covenant. (r) The Borrower shall have delivered an executed promissory note to each Lender that has requested a promissory note pursuant to Section 2.09(c) prior to the Funding Date. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the date that is 150 days after the Effective Date.

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility shall become effective on the first date on which each of the following conditions precedent set forth is satisfied (or waived in Sections 5.01 through 5.21 accordance with Section 9.03) which date shall have been satisfiedoccur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date shall have occurred, does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person): (a) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, (x) except to the extent any item is required that such representations and warranties specifically refer to be satisfactory to any Lenderan earlier date, such item in which case they shall be deemed satisfactory true and correct in all material respects (except that any representation and warranty that is qualified as to each Lender which has not notified the Administrative Agent “materiality” or “Material Adverse Effect” shall be true and correct in writing prior to the occurrence all respects) as of the Funding Date that the respective item such earlier date and no Default or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any fact, condition or event that Unmatured Default has occurred and which is continuing or would reasonably be expected to have a Material Adverse Effect or a material adverse effect result from the Advance of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event Term Loans on the Funding Date. Upon ; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good faith determination standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the conditions specified in this Section 5 have been met (Borrower and its Subsidiaries, on a consolidated basis after giving effect to the preceding sentence)Spin Transaction, then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met are Solvent; (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty xii) receipt by each of the Borrowers to the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and each 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Lenders that all the conditions specified in this Section 5 are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. The obligation of Lenders to make the Term Loan Advance is subject to the satisfaction of each of the following conditions precedent set forth in Sections 5.01 through 5.21 shall have been satisfied, and the Funding Date shall have occurred, on or prior to May 31, 2021 (such date, the “Funding Date”): (a) Agent and the Lenders shall have received each of the following: (i) executed copies of the Reaffirmation Agreement and any other Loan Document executed and delivered by each applicable Loan Party; (ii) an executed copy of the FP Stock Grant Agreement, executed and delivered by all the parties thereto; (iii) a certificate from a Responsible Officer of each Loan Party, dated as of the Funding Termination Date. In determining Date to the satisfaction effect that (1) all representations and warranties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the conditions specified in this Section 5, Funding Date (x) except to the extent any item such representation or warranty is required qualified by materiality or reference to Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations or warranties shall be true and correct in all material respects as of such earlier date (except to the extent any such representation or warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation or warranty shall be true, correct and complete in all respects as of such earlier date), (2) each Loan Party is in compliance with all of the terms and provisions set forth herein and in each other Loan Document on its part to be satisfactory to any Lenderobserved or performed, such item (3) no Event of Default shall have occurred and be deemed satisfactory to each Lender which has not notified continuing, (4) since the Administrative Agent in writing prior to the occurrence of the Funding Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any factClosing Date, condition or no event that has occurred and which would or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect Effect, (5) there have been no changes to the incumbency, resolutions and the Organizational Documents of such Loan Party delivered pursuant to Section 4.1(a)(iii) on the Closing Date or attached to this certificate are any updates to the foregoing, (6) attached thereto is a material adverse effect certificate of good standing for such Loan Party from its jurisdiction of incorporation and (7) the type described conditions set forth in Section 5.084.2(c), each Lender which has not notified the Administrative Agent in writing prior to the occurrence (d) and (j) have been satisfied; (iv) a flow of funds agreement, dated as of the Funding Date and executed by Borrower and Agent, in form and substance reasonably satisfactory to Agent, in connection with the disbursement of such factthe proceeds of the Term Loan Advance; (v) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, condition US counsel to the Loan Parties, in form and substance reasonably acceptable to the Lenders; (vi) an Advance Request for the Term Loan Advance as required by Section 2.1(b), duly executed by Borrower’s Chief Executive Officer or event shall be deemed not to be aware of Chief Financial Officer; and (vii) any such fact, condition or event on other documents Agent and/or the Lenders may reasonably request. (b) On the Funding Date. Upon , Borrower and its Subsidiaries shall have (i) repaid in full all Indebtedness under the Administrative Agent’s good faith determination Eastward Facility and the EIB Loan Facility, (ii) terminated any commitments to lend or make other extensions of credit thereunder, and (iii) subject to Section 7.23, delivered to Agent and the Lenders payoff letters and all other documents or instruments necessary to release all Liens securing the Eastward Facility and the EIB Loan Facility upon payment in full of the obligations thereunder. (c) The Loan Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Lenders) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the conditions specified Loan Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in this Section 5 the reasonable judgment of the Lenders could reasonably be expected to have been met such effect. (after giving effect to the preceding sentence)d) No action, then the Funding Date proceeding, investigation, regulation or legislation shall have been deemed instituted, threatened in writing or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in Agent’s reasonable discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (e) Agent and the Lenders shall have occurredreceived all filings and recordations that are required by the Loan Documents or reasonably requested by Agent to perfect the security interests of Agent in the Collateral and Agent and the Lenders shall have received evidence reasonably satisfactory to the Lenders that upon such filings and recordations such security interests constitute valid and perfected first priority Liens (subject to Permitted Liens) thereon to the extent such security interest can be perfected by such filings and recordations. (f) Agent and the Lenders shall have received the results of a Lien search completed as of a recent date (including a search as to judgments, regardless pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction 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 subsequent determination that one Lien (except for Permitted Liens). (g) Agent shall have received a certificate from Borrower’s insurance broker or more of the conditions thereto had not been met (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure other evidence satisfactory to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the Borrowers to the Administrative Agent and each of the Lenders that all the conditions specified insurance required to be maintained pursuant to Section 6 is in this Section 5 are satisfied full force and effect, together with endorsements naming Agent as of that time. All of the Notes, certificates, legal opinions additional insured and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered loss payee thereunder to the Administrative extent required under Section 6, in each case, in form and substance reasonably satisfactory to the Lenders. (h) Agent and Lenders shall have received from Company (i) the consolidated financial statements of Borrower and its Subsidiaries for the Fiscal Quarters ending June 30, 2020, September 31, 2020 and December 31, 2020, (ii) pro forma consolidated balance sheets of Borrower and its Subsidiaries as at the Notice Office for Funding Date, and reflecting the account of each of transactions contemplated by the Lenders andLoan Documents to occur on or prior to the Funding Date, except for the Notes, in sufficient counterparts or copies for each of the Lenders and which pro forma financial statements shall be in form and substance reasonably satisfactory to the Administrative Agent Lenders, and (iii) the most recent capitalization table for Borrower, including the weighted average exercise price of employee stock options. (i) Borrower shall have paid (i) to Agent, to the extent invoiced to Borrower at least three (3) days prior to the Funding Date, reimbursement of Agent’s current expenses reimbursable pursuant to this Agreement and (ii) to Lenders, the Commitment Fee and to the extent invoiced to Borrower at least three (3) days prior to the Funding Date, reimbursement of the Lenders’ current expenses reimbursable pursuant to this Agreement, in each case under this clause (i), which amounts may be deducted from the Term Loan Advance. (j) The pro forma financial statements delivered pursuant to Section 4.2(h) shall demonstrate in form and substance reasonably satisfactory to the Lenders that on the Funding Date and immediately after giving effect to the Term Loan Advance and the Required Lenderspayment of all transaction costs required to be paid in Cash, Company shall not permit Qualified Cash as of such date to be less than $15,000,000. (k) The FP Stock Grant shall be consummated simultaneously or substantially concurrently with the funding of the Term Loan Advance, in accordance with the terms of the FP Stock Grant Agreement.

Funding Date. The conditions precedent set forth in Sections 5.01 through 5.21 shall have been satisfied, and the Funding Date shall have occurred, on or prior to the Funding Termination Date. In determining the satisfaction obligations of the conditions specified in this Section 5, (x) Lenders to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence make Loans and of the Funding Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any Lender is aware Issuing Banks to issue Letters of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (after giving effect to the preceding sentence), then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Funding Date Credit hereunder shall not release become effective until the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by date on which each of the Borrowers following conditions is satisfied (or waived in accordance with Section 9.02): (a) Each Lender, as applicable, shall have received from the Borrower any promissory notes requested pursuant to, and in accordance with, Section 2.10(e). (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 5 are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be dated the Funding Date) of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Required LendersBorrower, this Agreement or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such supplemental documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the Conversion, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03. (e) The Administrative Agent, each Lender and each Arranger shall have received all fees and other amounts due and payable on or prior to the Funding Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (g) The Borrower shall provide evidence satisfactory to the Administrative Agent that all governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions contemplated hereby shall have been obtained and be in full force and effect. (h) The Lenders shall have received unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to December 31, 2010 as to which such financial statements are available. (i) The commitments in respect of the Short-Term Loan shall have been terminated and all principal, interest, fees and other amounts accrued or outstanding in respect of the Short-Term Loan shall have been paid in full by the Borrower (or substantially contemporaneously with the initial Loans on the Funding Date shall be repaid in full) and the Borrower shall have no outstanding Indebtedness other than Indebtedness permitted under Section 6.01. (j) The Lenders shall have received a solvency certificate from the chief financial officer of the Borrower dated as of the Funding Date and substantially in the form annexed as Exhibit G. (k) The representation in Section 3.05(b) shall be accurate. (l) The Spin-Off shall have been consummated substantially as described in the Borrower’s Amendment No. 3 to SEC Form 10, filed August 11, 2011, as hereafter amended in a manner deemed by the Administrative Agent and the Active Arrangers in their reasonable discretion to not be materially adverse to the interests of the Lenders (the “Form 10”) without waiver of the tax-related conditions or any other condition thereto described in the Form 10 and deemed material by the Administrative Agent and the Active Arrangers and the organizational structure of the Borrower after the Spin-Off, as well as its balance sheet, capitalization, financial condition and operations shall be on the Funding Date substantially as described in the Form 10. (m) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by the chief financial officer or Treasurer of the Borrower, setting forth reasonably detailed computations evidencing compliance with the Leverage Ratio and the Interest Coverage Ratio as of the Funding Date giving pro-forma effect to the consummation of the borrowings and repayment of indebtedness by the Borrower to occur on the Funding Date. (n) The Borrower shall have delivered the duly executed Affirmation to the Administrative Agent dated as of the Funding Date. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on December 15, 2011 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions precedent set forth is satisfied (or waived in Sections 5.01 through 5.21 shall have been satisfied, and the Funding accordance with Section 9.02): (a) The Effective Date shall have occurred. (b) Since November 15, 2021, there shall not have occurred a Company Material Adverse Effect (as defined in either Funding Date Acquisition Agreement) that is continuing. (c) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) the Collateral Documents and the Guarantee Agreement, duly executed by each party thereto, together with: (A) the certificates representing the shares of capital stock or other Equity Interests (in each case, to the extent certificated) required to be pledged by any Loan Party (including the Parent Guarantor and the Borrower) pursuant to the Collateral Agreements, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (B) each promissory note (if any) required to be pledged by any Loan Party (including the Parent Guarantor the Borrower) pursuant to the Collateral Agreements, endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM (C) one or more intellectual property security agreements, duly executed and delivered by each Loan Party required to be party thereto pursuant to the Collateral Agreements, (D) UCC-1 financing statements with respect to each Loan Party, in proper form for filing with the applicable Governmental Authority, and (ii) except to the extent previously delivered pursuant to Section 4.01(b) (although in respect of Parent Guarantor, a certificate complying with the requirements of this Section 4.02(c)(ii) shall be delivered to reflect the appointment of the Replacement General Partner as general partner of Parent Guarantor in the period between the Effective Date and the Funding Date), a certificate of each Loan Party party to any Loan Document as of the Funding Date, dated as of the Funding Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall: (A) certify that: (1) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization (including all amendments thereto) of such Loan Party (and in relation to any Loan Party incorporated in Jersey, a copy of all consents to issue shares issued to it under the Control of Borrower (Jersey) Order 1958 and all other Jersey regulatory approvals, authorizations, consents, licenses, permits or registrations issued to it (if any)) certified as of a recent date by the relevant authority of its jurisdiction of incorporation, association, organization, formation or registration, (2) such certificate or articles of incorporation, formation or organization of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon and are in full force and effect, (3) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Effective Date and such by-laws or operating, management, partnership or similar agreements are or is in full force and effect and (4) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, general partner, shareholders or other applicable governing body authorizing the execution, delivery and performance of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party on the Effective Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from the Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM relevant authority of its jurisdiction of incorporation, association, organization, formation or registration (to the extent applicable) and a bring down report from the corporate service provider from which such certificates were obtained verifying that such Loan Party is in good standing on the Funding Date (or, if not reasonably practicable to receive such bring down report on the Funding Date, on or the day that is one (1) Business Day prior to the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, ). (xd) to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the The Administrative Agent in writing prior to the occurrence of the Funding Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (after giving effect to the preceding sentence), then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met received a written opinion (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the Borrowers addressed to the Administrative Agent and each of the Lenders that all and dated the conditions specified in this Section 5 are satisfied as Funding Date) of that time. All of (i) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, United States counsel to the NotesLoan Parties, certificates(ii) Walkers (Cayman) LLP, legal opinions Cayman Islands counsel to the Lenders and other documents and papers referred to in this Section 5(iii) Walkers (Jersey) LLP, unless otherwise specified, shall be delivered Jersey counsel to the Administrative Agent at and the Notice Office for Lenders, each in form and substance reasonably satisfactory to the account Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (e) The Administrative Agent shall have received a Solvency Certificate, dated the Funding Date and signed by a Financial Officer of the Parent Guarantor. (f) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Responsible Officer of each of the Lenders andParent Guarantor and the Borrower, except for the Notescertifying that there have been no material changes (or, in sufficient counterparts or copies for each the case of the Lenders and Parent Guarantor, no changes that would be materially adverse to the Lenders) to the documents delivered pursuant to Section 4.01(b) with respect to the Parent Guarantor or the Borrower, in each case, since the Effective Date. (g) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03. (h) (i) The Specified Representations shall be true and correct in all material respects (provided that, any such representations and warranties that are qualified by Material Adverse Effect or other materiality qualifier shall be true and correct in all respects) as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any such representations or warranties qualified by Material Adverse Effect or other materiality qualifier, in all respects) as of such earlier date and (ii) the Specified Acquisition Agreement Representations shall be true and correct in all respects as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all respects as of such earlier date. (i) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Responsible Officer of the Borrower, certifying as to the conditions set forth in clauses 4.02(b), (h), (k) and (l). (j) The Administrative Agent shall have received schedules to this Agreement, updated as of the Funding Date and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that, (i) the Administrative Agent and the Lenders agree that such schedules shall be deemed to be satisfactory if such updated schedules do not differ from the corresponding schedules attached hereto as of the Effective Date in a manner that is material and adverse to the Lenders and (ii) the Lenders shall be deemed to have consented to any such updated schedules unless the Required LendersLenders shall have objected in writing within three (3) Business Days after receipt of any such updated schedules. Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM (k) The Existing Credit Agreement Refinancing shall have occurred or will occur on the Funding Date. (l) The Funding Date Acquisitions shall have been, or substantially concurrently with the initial Borrowing under this Agreement shall be, consummated in all material respects in accordance with the Funding Date Acquisition Agreements, without giving effect to any modification, amendments, consents or waivers to, or any actions taken by the Parent Guarantor, the Borrower or any of its Affiliates in respect of, the Funding Date Acquisition Agreements that are material and adverse to the Lenders or the Arrangers without the prior written consent of the Arrangers; provided that, (i) any change to the definition of “Company Material Adverse Effect” (as defined in either Funding Date Acquisition Agreement) without such consent shall be deemed to be materially adverse to the Lenders and the Arrangers, and (ii) any change in the purchase price in connection with either Funding Date Acquisition shall not be deemed to be material and adverse to the interests of the Lenders and the Arrangers; provided that, (A) any resulting reduction in each case shall be allocated to reduce the aggregate principal amount of the Term Loans, and (B) any increase in purchase price (excluding any purchase price adjustments in accordance with the terms of either Funding Date Acquisition Agreement) shall be funded with the proceeds of an equity contribution. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Funding Date, all documentation and other information regarding the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing at least ten (10) Business Days prior to the Funding Date and (ii) to the extent any Guarantor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Funding Date, any Lender that has requested, in a written notice to the Borrower at least three (3) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to such Guarantor 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 (m) shall be deemed to be satisfied). (n) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Funding Date, including, to the extent invoiced at least two (2) Business Days prior to the Funding Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by any Loan Party under any Loan Document. (o) [Reserved.] (p) To the extent requested at least three (3) Business Days prior to the Funding Date, a Note executed by the Borrower in favor of each Lender which has requested a Note pursuant to Section 2.10(e) shall have been received by each such Lender. (q) The Administrative Agent shall have received: (i) duly completed grantor consent forms signed by the relevant grantor and any individual named therein as the contact for service for the applicable grantor consenting to the inclusion of their name and contact details in a financing statement on the SIR against the relevant grantor in respect of the security interest to be created pursuant to each Jersey Collateral Agreement, Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM (ii) a search on the SIR made against each grantor on the Funding Date showing that no financing statement have been registered against it (other than in favor of the Administrative Agent), (iii) a verification statement issued by the Registrar of the SIR indicating that a financing statement has been successfully registered in respect of each grantor under each Jersey Collateral Agreement, (iv) a copy of each duly executed notice and acknowledgement required to be given in connection with each Jersey Collateral Agreement, and (v) in relation to the Borrower and Obagi Holdco 2 Limited, a copy of a special resolution amending its articles of association to permit the taking and enforcement of security without, inter alia, a right for directors to refuse, in their discretion, to register a transfer of shares and an extract of its register of members including an annotation identifying the shares over which security has been granted, duly authorized by an authorized signatory of that company as at the date of the relevant Jersey Collateral Agreement. provided that, notwithstanding the foregoing, to the extent that any security interest in any Collateral is not, or cannot be, provided and/or perfected on the Funding Date (other than the pledge and perfection of the security interests (1) in the certificated equity securities of the Borrower and any Domestic Subsidiary and (2) in other assets with respect to which a lien may be perfected by the filing of a UCC financing statement) after the Loan Parties’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent under this Section 4.02 but instead shall be required to be delivered after the Funding Date pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent not later than ninety (90) days after the Funding Date or such longer period as may be agreed by the Administrative Agent in its reasonable discretion. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with the Section 9.02) on or prior to 5:00 p.m., New York City time on August 15, 2022 (and, in the event such conditions are not so satisfied or waived, this Agreement and the Commitments shall terminate at such time).

Funding Date. The conditions precedent set forth obligation of each Lender to make its Loan hereunder in Sections 5.01 through 5.21 shall have been satisfied, and an amount equal to its Commitment on the Funding Date is subject solely to the satisfaction (or waiver in accordance with Section 10.02) of the following conditions, and no other conditions: (a) the Effective Date has occurred; (b) since the Systems Control Acquisition Signing Date, no Material Adverse Effect (as defined in the Systems Control Acquisition Agreement as in effect on the Systems Control Acquisition Signing Date, herein, a “Systems Control Material Adverse Change”) shall have occurred, on or prior to the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, ; (xc) to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence shall have received written notice of the Funding Date that the respective item or matter does not meet its satisfaction Borrower’s intent to borrow if required by Article II; (d) both before and (y) in determining whether any Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (after giving effect to the preceding sentence)Systems Control Acquisition, then the representations and warranties of the Borrower set forth in Article IV (other than the representation set forth in Section 4.07 and the representation set forth in the last sentence of Section 4.06) shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Borrowing with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (e) at the time of (and after giving effect to) such Borrowing and the consummation of the Systems Control Acquisition, no Default shall have occurred and be continuing; and (f) the Systems Control Acquisition shall have been consummated, or substantially concurrently with the funding of the Loans on the Funding Date shall have been deemed be consummated, in all material respects pursuant to have occurred, regardless of any subsequent determination that one or more of and on the conditions thereto had not been met terms set forth in the Systems Control Acquisition Agreement (although and the occurrence of Borrower shall provide to the Administrative Agent a certification as to the matters set forth in this clause (f). The Borrowing on the Funding Date shall not release the Borrowers from any liability for failure be deemed to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the Borrowers Borrower on the date thereof as to the Administrative Agent and each of the Lenders that all the conditions matters specified in paragraphs (b), (d) and (e) of this Section 5 are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required LendersSection.