Common use of Conditions Precedent to Effectiveness of this Agreement Clause in Contracts

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 2021; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder); (f) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Material Adverse Effect, which shall be true and correct, as of the Effective Agreement Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (ig) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requestsAgent; (gh) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers Arrangers, the Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (hi) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 20212010, in each case of the Borrower and its Subsidiaries;; and (ij) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (hi) of this Section 3.1 in respect of the quarter ended September 30, 2021; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder2010 financial year.

Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective when (i) it shall have been executed by the Borrower and the Agent, (ii) the Agent and the Borrower either shall have been notified by each Initial Lender that such Initial Lender has executed it or shall have received a counterpart of this Agreement executed by such Initial Lender, and (iii) the Agent shall have received the following, each dated the date of delivery thereof unless otherwise specified below (which date shall be selected by the Borrower and be the same for all documents and all Lenders), in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (a) The A Notes, to the order of the Lenders, respectively. (b) Certified copies of the resolutions of the Board of Directors of the Borrower approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (c) A certificate of the Secretary or an Assistant Secretary of the Borrower (i) certifying names and true signatures of officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and (ii) if the date of effectiveness of this Agreement is subject to other than the prior or contemporaneous fulfillment date hereof, certifying that the representations and warranties contained in Section 4.01 are true and correct as of such date of effectiveness. (in the reasonable d) A favorable opinion of the Administrative Agent)Borrower's Senior Vice President, orLaw or its Vice President, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective DateLaw, in substantially the form attached hereto as of Exhibit DG hereto. (e) A favorable opinion of Jone▇, including a certificate of incumbency with respect ▇▇y, Reav▇▇ & ▇ogu▇, New York counsel to each Authorized Signatory of the Borrower, together with in substantially the following items: (i) a true, complete and correct copy form of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party;Exhibit H hereto. (cf) legal opinions A favorable opinion of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Brac▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇att▇▇▇▇▇, Esq.▇.L.P., General Counsel of counsel for the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached I hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 2021; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Agreement Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requestsLenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2018 and unaudited consolidated financial statements for each of the three fiscal quarters ended March 31, 20212019, June 30, 2021 2019 and September 30, 20212019, in each case of the Borrower and its Subsidiaries;; and (i) a certificate of the president, chief financial officer officer, treasurer or treasurer controller of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter twelve (12) month period ended September 30, 2021; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder2019.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2022, and unaudited consolidated financial statements for each of the three quarters ended June 30, 2022, September 30, 2022 and March 31, 2021, June 30, 2021 and September 30, 20212023, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s ▇▇▇▇▇ database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30March 31, 20212023; (j) [reserved]; and (jk) a certificate of a Responsible Officer of the Borrower confirming that administrative agent and the commitments lenders under the Bridge Commitment Letter Existing USD Credit Agreement shall have received (i) all fees and other amounts due and payable by the Company and the other obligors under the Existing USD Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been (paid in full or concurrently with the occurrence of be deemed to be Obligations under this Agreement on or prior to the Effective Date will be) reduced by the aggregate amount of the Commitments hereunderDate.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is on the Original Agreement Date was subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Original Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Original Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Original Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Original Agreement Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requestsLenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsAgent, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 20212012, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (hi) of this Section 3.1 in respect of the quarter ended September 30, 20212012 financial year; and (j) a certificate receipt by the Administrative Agent of a Responsible Officer evidence that all amounts due in respect of the Borrower confirming that the commitments under the Bridge Commitment Letter Existing Indebtedness shall have been repaid in full (or concurrently that such amounts shall be paid with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments proceeds from Advances hereunder).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is on the Original Agreement Date was subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Original Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Original Agreement Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Original Agreement Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Original Agreement Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requestsAgent; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsAgent, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 20212012, in each case of the Borrower Company and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 20212012 financial year; and (j) a certificate receipt by the Administrative Agent of a Responsible Officer evidence that all amounts due in respect of the Borrower confirming Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder) and that the commitments of the lenders under the Bridge Commitment Letter 2011 Loan Agreement have been terminated (or concurrently will be terminated simultaneously with the occurrence effectiveness of this Agreement) and each of the Effective Date will be) reduced by the aggregate amount Lenders that is a party to such Existing Indebtedness hereby waives any requirement of prior notice in respect of the Commitments hereundertermination of commitments or prepayment of advances under such Existing Indebtedness.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2020, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s ▇▇▇▇▇ database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 2021; and; (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under with respect to the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by $3,400,000,000; and (k) the aggregate amount of administrative agent and the Commitments hereunderlenders under the Existing Multicurrency Credit Agreement shall have received (i) all fees and other amounts due and payable by the Company and the other obligors under the Existing Multicurrency Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been paid in full or be deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 20202022, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and and2022, September 30, 202120212022 and March 31, 2023, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s ▇▇▇▇▇ database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 3030March 31, 2021; and20212023 ; (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under with respect to the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by $2,100,000,000; and[reserved]; and (k) the aggregate amount of administrative agent and the Commitments hereunderlenders under the Existing USD Credit Agreement shall have received (i) all fees and other amounts due and payable by the Company and the other obligors under the Existing USD Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been paid in full or be deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsAgent, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2019, and unaudited consolidated financial statements for each of the three quarters ended March 31, 20212020, June 30, 2021 2020 and September 30, 20212020, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended ending September 30, 20212020; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter Letter, dated as of January 13, 2021 among the Borrower, Bank of America, N.A., BofA Securities, Inc. and other Commitment Parties (as defined therein) from time to time party thereto, of the Commitment Parties party thereto have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2019, and unaudited consolidated financial statements for each of the three quarters ended March 31, 20212020, June 30, 2021 2020 and September 30, 20212020, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s ▇▇▇▇▇ database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 20212020; and (j) a certificate of a Responsible Officer of the Borrower confirming that administrative agent and the commitments lenders under the Bridge Commitment Letter Existing USD Credit Agreement shall have received (i) all fees and other amounts due and payable by the Company and the other obligors under the Existing USD Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been (paid in full or concurrently with the occurrence of be deemed to be Obligations under this Agreement on or prior to the Effective Date will be) reduced by the aggregate amount of the Commitments hereunderDate.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsAgent, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2019, and unaudited consolidated financial statements for each of the three quarters ended March 31, 20212020, June 30, 2021 2020 and September 30, 20212020, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 20212020; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter Letter, dated as of January 13, 2021 among the Borrower, Bank of America, N.A., BofA Securities, Inc. and other Commitment Parties (as defined therein) from time to time party thereto, of the Commitment Parties party thereto have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Agreement Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requestsLenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case 2019 of the Borrower and its Subsidiaries;; and (i) a certificate of the president, chief financial officer officer, treasurer or treasurer controller of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter twelve (12) month period ended September 30December 31, 2021; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder2019.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 2021; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Agreement Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requestsLenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 20212012, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (hi) of this Section 3.1 in respect of the quarter ended September 30, 20212012 financial year; and (j) a certificate receipt by the Administrative Agent of a Responsible Officer evidence that all amounts due in respect of the Borrower confirming that the commitments under the Bridge Commitment Letter Existing Indebtedness shall have been repaid in full (or concurrently that such amounts shall be paid with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments proceeds from Advances hereunder).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective on and as of this Agreement is subject the first date (the "EFFECTIVE DATE") on which all of the following conditions precedent shall have been satisfied: (b) All of the Governmental Authorizations, and all of the consents, approvals and authorizations of, notices and filings to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or the Related Documents or any of the other transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the prior or contemporaneous fulfillment (Lender Parties) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable opinion judgment of the Administrative AgentLender Parties that restrains, prevents or imposes materially adverse conditions upon any aspect of the Transaction, any of the Loan Documents or the Related Documents or any of the other transactions contemplated thereby. (c) Before giving effect and immediately after giving pro forma effect to the Transaction, no Material Adverse Change shall have occurred since December 31, 1997. (d) There shall exist no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect or to result in an Exclusion Event (other than, in all cases under this clause (i), orthe matters described on Schedule 3.01(d) hereto (the "DISCLOSED LITIGATION")) or (ii) which purports to affect the legality, if applicablevalidity, receipt binding effect or enforceability of any aspect of the Transaction, any of the Loan Documents or the Related Documents or any of the other transactions contemplated thereby; and there shall have been no material and adverse change in the status, and no material and adverse change in the financial effect on the Borrower or any of its Subsidiaries, of any of the Disclosed Litigation from that described on Schedule 3.01(d) hereto. (e) Each aspect of the Transaction shall have been consummated or shall be consummated on the Effective Date in compliance with all applicable Requirements of Law. All amounts other than principal owing by the Borrower or any of its Subsidiaries under the Existing Credit Agreement shall have been, or concurrently with the Initial Extensions of Credit made (or deemed to have been made) on the Effective Date shall be, paid in full, and all commitments of the Existing Lenders thereunder shall have been, or concurrently with the Initial Extensions of Credit made (or deemed to have been made) on the Effective Date shall be, terminated in accordance with the terms of the Existing Credit Agreement. After giving effect to the Transaction and all of the Borrowings to be made (or deemed to have been made) on the Effective Date, the aggregate Unused Revolving Credit Commitments shall be at least $200,000,000. (f) All of the Indebtedness of the Borrower and its Subsidiaries in existence on the Effective Date other than the Surviving Indebtedness shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, and all commitments therefor shall have been terminated; and all of the Surviving Indebtedness shall be on terms and conditions reasonably satisfactory to the Lender Parties. (g) The representations and warranties contained in each of the Loan Documents shall be correct in all material respects on and as of the Effective Date, before and after giving effect to the Initial Extensions of Credit to be made (or deemed to have been made) on the Effective Date and to 73 -70- the application of proceeds therefrom, as though made on and as of such date (other than any such representation and warranty that, by its terms, refers to a specific date other than the Effective Date, in which case, as of such specific date). No event shall have occurred and be continuing, or shall occur as a result of any of the Initial Extensions of Credit to be made on the Effective Date or the application of proceeds therefrom, that would constitute a Default. (h) All of the accrued reasonable fees and expenses of the Agents and the Lender Parties (including, without limitation, all of the accrued reasonable fees and expenses of counsel for the Administrative Agent and local counsel for the Lender Parties) that are required to be paid by the Borrower or any of its Subsidiaries shall have been paid in full. (in i) The Administrative Agent shall have received on or before the Effective Date the following, each case dated such date (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent Lender Parties (unless otherwise specified) and (except for the LendersNotes) of in sufficient copies for each of the followingLender Parties: (ai) this Agreement duly executed by all relevant parties; (b) a loan certificate The Term A Notes, payable to the order of the Borrower dated as Term A Lenders, the Term B Notes, payable to the order of the Effective DateTerm B Lenders, in substantially the form attached hereto as Exhibit DRevolving Credit Notes, including a certificate of incumbency with respect payable to each Authorized Signatory the order of the BorrowerRevolving Credit Lenders, together with and the following items: (i) a trueSwing Line Note, complete and correct copy payable to the order of the articles of incorporation and by-laws of the Borrower as in effect on the Effective DateSwing Line Bank, respectively. (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy Certified copies of the resolutions of the board of directors (or persons performing similar functions) of the Borrower authorizing it to execute, deliver and perform each of the Material Subsidiaries approving each of the Loan Documents to which it is or is to be a party, the consummation of each aspect of the Transaction involving or affecting the Borrower or such Material Subsidiary and the other transactions contemplated by any of the foregoing, and of all documents evidencing necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to any of the Loan Documents to which it is or is to be a party, the consummation of any aspect of the Transaction involving or affecting the Borrower or such Material Subsidiary or any of the other transactions contemplated by any of the foregoing. (iii) A copy of the certificate or articles of incorporation (or similar Constitutive Document) of the Borrower and each of the Material Subsidiaries, and each amendment thereto, certified (as of a date reasonably near the Effective Date) as being a true and complete copy thereof by the Secretary of State (or similar Governmental Authority) of the jurisdiction of organization of such Person or, if the applicable Secretary of State (or similar Governmental Authority) does not provide certification of the type of similar Constitutive Document of any of the Material Subsidiaries generally, certified as of the Effective Date as being a true and complete copy thereof by the Secretary or Assistant Secretary (or person performing similar functions) of such Material Subsidiary. (iv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of the Borrower and each of the Material Subsidiaries, listing the certificate or articles of incorporation (or similar Constitutive Document) of the Borrower or such Material Subsidiary and each amendment thereto on file 74 -71- in the office of such Secretary of State (or such Governmental Authority) and certifying (A) that such amendments are the only amendments to such Person's certificate or articles of incorporation (or similar Constitutive Document) on file in its office, (B) if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. (v) Copies of certificates of the Secretary of State (or the equivalent Governmental Authority) of each jurisdiction in which the Borrower or any of the Material Subsidiaries is qualified or licensed as a foreign corporation, limited partnership or limited liability company, except where the failure to so qualify or be licensed, either individually or in the aggregate, is not reasonably expected to have a Material Adverse Effect or to result in an Exclusion Event, in each case dated reasonably near the Effective Date and stating that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company and has filed all annual reports required to be filed, and, if customarily available in such jurisdiction, has paid all franchise taxes (or the equivalent thereof) required to be paid, in such jurisdiction to the date of such certificate. (vi) A certificate of the Borrower and each of the Material Subsidiaries, signed on behalf of the Borrower or such Material Subsidiary by its President or a Vice President and its Secretary or an Assistant Secretary (or the persons performing similar functions), dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to: (A) the absence of any proceedings (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of the Borrower or such Material Subsidiary or any of its Subsidiaries; (B) the accuracy in all material respects of the representations and warranties made by the Borrower or such Material Subsidiary in the Loan Documents to which it is or is to be a party as though made on and as of the Effective Date, before and after giving effect to the Initial Extensions of Credit and to the application of proceeds therefrom; (C) the absence of any event occurring and continuing, or resulting from the Initial Extensions of Credit or the application of proceeds therefrom, that would constitute a Default; and (D) the satisfaction of the conditions precedent set forth in subsections (c), (e), (f) legal and (h) of this Section 3.01. (A) the absence of any amendments to the certificate or articles of incorporation (or similar Constitutive Document) of the Borrower or such Material Subsidiary since the date of the Secretary of State's (or equivalent Governmental Authority's), or the Secretary's or Assistant Secretary's (or equivalent person's) certificate referred to in clause (iv) of this Section 3.01(i), or any steps taken by the board of directors (or persons performing similar functions) or the shareholders, partners, members or equivalent persons of the Borrower or such Material Subsidiary to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws (or similar Constitutive Documents) of the Borrower or such Material Subsidiary as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of the Borrower or such Material Subsidiary referred to in clause (ii) of this Section 3.01(i) were adopted and on the Effective Date (a copy of which shall be attached to such certificate); and (C) the names and true signatures of the officers of the Borrower or such Material Subsidiary authorized to sign each of the Loan Documents to which it is or is to be a party and the other agreements, instruments and documents to be delivered hereunder and thereunder. (viii) A guarantee, in substantially the form of Exhibit D hereto (together with each Guarantee Supplement delivered pursuant to Section 5.02(k), in each case as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof and Section 8.01, the "SUBSIDIARIES GUARANTEE"), duly executed by each of the wholly owned Domestic Subsidiaries. (ix) A certificate of the Borrower, in substantially the form of Exhibit E hereto, duly executed by the chief financial officer thereof, attesting to the Solvency of the Borrower and its Subsidiaries, taken as a whole, immediately before and immediately after giving pro forma effect to the Transaction and the other transactions contemplated by this Agreement and the other Loan Documents. (x) Copies, certified by a Responsible Officer of the Borrower, of each of the Related Documents, duly executed by each of the parties thereto, together with all agreements, instruments and other documents (other than closing certificates, opinions and other similar documents) delivered in connection therewith. (xi) Copies, certified by a Responsible Officer of the Borrower, of all of the agreements, instruments and other documents (other than closing certificates, opinions and other similar documents) evidencing or setting forth the terms and conditions of each item of the Surviving Indebtedness that is outstanding or has commitments for the extension of credit on the Effective Date in an aggregate amount of at least $5,000,000. 76 -73- (xii) Copies, certified by a Responsible Officer of the Borrower, of (iA) ▇▇▇the audited Consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 1997, accompanied by an unqualified opinion of Ernst & Young LLP, independent accountants of the Borrower, (B) the unaudited financial statements of the Borrower and its Subsidiaries for the Fiscal Quarter ended March 31, 1998, duly certified by a Responsible Officer of the Borrower, and (C) forecasts prepared by management of the Borrower, in form and substance reasonably satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on a quarterly basis for the Fiscal Year in which the Effective Date occurs and on an annual basis for each Fiscal Year thereafter through the scheduled final Termination Date. (xiii) Evidence of all of the insurance of the Borrower and its Subsidiaries required to be maintained thereby under Section 5.01(c). (xiv) A duly completed and executed Notice of Borrowing for each Borrowing to be made (or deemed to have been made) on the Effective Date and Notice of Issuance for each Letter of Credit to be issued on the Effective Date. (xv) A favorable opinion of Hask▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPYoung, special L.L.C., counsel to for the Borrower Loan Parties, in substantially the form of Exhibit F-1 hereto, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel addressing such other matters as any of the Borrower, addressed to each Lender and Parties through the Administrative Agent and dated as of the Effective Date;may reasonably request. (dxvi) receipt by A favorable opinion of special New York counsel for the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not Loan Parties reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement acceptable to the Administrative Agent, the Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached F-2 hereto, and, and addressing such other matters as any of the Lender Parties through the Administrative Agent may reasonably request. (xvii) A favorable opinion of special counsel for the Loan Parties reasonably acceptable to the extent applicable, using information contained Administrative Agent in the financial statements delivered pursuant to clause (h) States of this Section 3.1 California, Connecticut, Florida and Tennessee, in respect substantially the form of Exhibits F-3 through F-6 hereto, and addressing such other matters as any of the quarter ended September 30, 2021; andLender Parties through the Administrative Agent may reasonably request. (jxviii) a certificate A favorable opinion of a Responsible Officer of Shearman & Sterling, counsel for the Borrower confirming that Administrative Agent, in form and substance satisfactory to the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunderAdministrative Agent.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2020, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s ▇▇▇▇▇ database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 2021; and; (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under with respect to the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by $2,100,000,000; and (k) the aggregate amount of administrative agent and the Commitments hereunderlenders under the Existing USD Credit Agreement shall have received (i) all fees and other amounts due and payable by the Company and the other obligors under the Existing USD Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been paid in full or be deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2019, and unaudited consolidated financial statements for each of the three quarters ended March 31, 20212020, June 30, 2021 2020 and September 30, 20212020, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s ▇▇▇▇▇ database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 2021; and2020; (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter Letter, dated as of January 13, 2021 among the Company, Bank of America, N.A., BofA Securities, Inc. and other Commitment Parties (as defined therein) from time to time party thereto, of the Commitment Parties party thereto have been (or concurrently with the occurrence of the Effective Date will be) reduced by €1,300,000,000; and (k) the aggregate amount of administrative agent and the Commitments hereunderlenders under the Existing Multicurrency Credit Agreement shall have received (i) all fees and other amounts due and payable by the Company and the other obligors under the Existing Multicurrency Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been paid in full or be deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Material Adverse Effect, which shall be true and correct, as of the Effective Agreement Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requestsAgent; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsAgent, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 20212010, in each case of the Borrower and its Subsidiaries;; and (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30, 2021; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder2010 financial year.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Effective Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, special counsel to the Borrower and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Effective Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Material Adverse Effect, which shall be true and correct, as of the Effective Agreement Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requestsAgent; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Joint Lead Arrangers Arrangers, the Joint Bookrunners and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 20212011, in each case of the Borrower and its Subsidiaries;; and (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (hi) of this Section 3.1 in respect of the quarter ended September 30, 2021; and (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by the aggregate amount of the Commitments hereunder2011 financial year.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower Company and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2020 2022, and unaudited consolidated financial statements for each of the three quarters ended June 30, 2022, September 30, 2022 and March 31, 2021, June 30, 2021 and September 30, 20212023, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s ▇▇▇▇▇ database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the quarter ended September 30March 31, 2021; and2023; (j) a certificate of a Responsible Officer of [reserved;] and (k) the Borrower confirming that administrative agent and the commitments lenders under the Bridge Commitment Letter Existing Multicurrency Credit Agreement shall have received (i) all fees and other amounts due and payable by the Company and the other obligors under the Existing Multicurrency Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been (paid in full or concurrently with the occurrence of be deemed to be Obligations under this Agreement on or prior to the Effective Date will be) reduced by the aggregate amount of the Commitments hereunderDate.