Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. This Agreement shall become effective on the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) ▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective on until the first date on which each of the following conditions shall have been are satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed a counterpart hereto of this Agreement from the Company, each Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have received an been made for the delivery of additional executed counterpart hereto from (i) counterparts, sufficient in number for distribution to the BorrowerAgents, (ii) each other Loan Party the Issuing Bank, the Lenders and (iii) each Lender.the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Bank and the Lenders and dated the Effective Date) of (i) L.▇. ▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for Vice President, General Counsel and Secretary of the Loan Parties Company, in a form reasonably satisfactory to the Administrative Agent and (iiiii) ▇▇▇▇▇, J▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan PartiesDay, in each case in a form and substance reasonably satisfactory to the Administrative Agent.; (dc) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower documents and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent certificates relating to the organization, existence and good standing of each Loan Party and the Company, the authorization of the transactions contemplated hereby.Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (fd) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower Company, confirming as of the accuracy of Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of the Effective Date such date and that (ii) no Default or Event of Default exists as of the Effective Date.has occurred and is continuing; and (ge) The Administrative Agent and each Lender (and its Affiliates) shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation fees and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and amounts due and payable on or prior to the Effective Date, including (i) upfront feesincluding, payable to the Administrative Agent for extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the account of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative AgentCompany hereunder.

Conditions to Effective Date. This The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions shall have been be satisfied (or waived (the “Effective Date”in accordance with Section 10.02): (a) The Administrative Agent shall have executed a counterpart received from each party hereto and shall have received an executed counterpart hereto from (i) the Borrower, a counterpart of this Agreement executed by each party hereto or (ii) each written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other Loan Party and (iiielectronic imaging) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from the Company and each Designated Subsidiary (i) a Note counterpart of the Guarantee Agreement executed by such Person or (ii) written evidence satisfactory to the Borrower in favor of each Lender requesting Administrative Agent (which may include facsimile transmission or other electronic imaging) that such Person has signed a Note in advance counterpart of the Effective DateGuarantee Agreement. (c) The Administrative Agent and the Arrangers shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and the Lenders and dated the Effective Date) of (i) ▇▇▇▇▇▇ LLPDay, special U.S. and, to the extent not covered by the foregoing, counsel for reasonably acceptable to the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan PartiesArrangers in each other jurisdiction where any Subsidiary Guarantor is organized, in each case in form and substance reasonably satisfactory to the Administrative AgentAgent and the Arrangers. (d) The Administrative Agent and the Arrangers shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, such customary documents and certificates as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent and the Arrangers may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Loan Documents, the incumbency of the Persons executing any Loan Document on behalf of each Loan Party and authorization of any other legal matters relating to the transactions contemplated herebyLoan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent Arrangers shall have received a certificate, dated the Effective Date and signed on behalf by the chief executive officer or the chief financial officer of the Borrower by the PresidentCompany, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Default or Event has occurred and is continuing. (f) The Administrative Agent and the Arrangers shall have received a solvency certificate from the chief financial officer of Default exists the Company in the form of Exhibit I demonstrating solvency (on a consolidated basis) of the Company and the Subsidiaries as of the Effective DateDate after giving effect to the Transactions that are to occur on such date. (g) The Administrative Agent shall have received and the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent Arrangers shall have received, at least five two Business Days prior to the Effective Date, (i) all documentation and other information regarding the Borrower and the Guarantors requested in connection with each Loan Party required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent reasonably requested in writing of the Borrower at least ten 10 Business Days prior to the Effective Date Date, and (ii) to the extent the Borrower any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrowersuch Loan Party. (ih) Since December 31All costs, 2020expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents (or separately agreed by the Company with any of the Arrangers or the Administrative Agent) to be reimbursable or payable to the Arrangers (or Affiliates thereof), no change, development the Administrative Agent or event the Lenders shall have occurred that, individually been paid on or in the aggregate, has had or would reasonably be expected prior to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenderseach case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced with reasonable detail at least two Business Days prior to the Effective Date. (i) The Existing Credit Agreement Refinancing shall have been consummated (or substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be consummated), and due the Administrative Agent and payable the Arrangers shall have received customary payoff documentation in respect thereof. (j) The conditions set forth in Section 4.04 in respect of WABTEC UA shall have been satisfied (or waived in accordance with Section 10.02). (k) Each Guarantee of any Indebtedness outstanding under the 2013 Note Indenture by any Subsidiary that shall not be a Subsidiary Guarantor on the Effective Date shall have been (or prior to substantially concurrently with the funding under the Refinancing Term Facility on the Effective Date shall be) released and discharged, and the Administrative Agent and the Arrangers shall have received customary evidence thereof. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of and such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) notice shall be conclusive and (ii) all attorney costs of the Administrative Agentbinding.

Conditions to Effective Date. This Agreement shall become effective on The effectiveness of the first date on which terms and conditions hereunder is subject to the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic pdfs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from each of the Lenders: (i) executed counterparts of this Agreement and the BorrowerGuaranty, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower sufficient in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed number for distribution to the Administrative Agent, the Issuing Banks each Lender and the Lenders Borrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and dated capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Effective Dateother Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iiv) ▇▇▇▇▇▇ a favorable opinion of Sidley Austin LLP, special U.S. counsel for to the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇addressed to the Administrative Agent and each Lender, special Korean counsel for as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to Documents as the Administrative Agent.Agent may reasonably request; (dv) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party either (iA) certified attaching copies of all consents, licenses and approvals required in connection with the resolutions of the Board of Directorsexecution, managers, members, or equity holders, as applicable, of the Borrower delivery and each other performance by such Loan Party approving and the transactions contemplated by validity against such Loan Party of this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents Guaranty to which it is a party, to and such consents, licenses and approvals shall be delivered by each Loan Party on the Effective Date in full force and the other documents to be delivered hereunder on the Effective Date.effect, or (B) stating that no such consents, licenses or approvals are so required; (fvi) The Administrative Agent shall have received a certificate, dated the Effective Date and certificate signed on behalf of the Borrower by the President, a Vice President or a Financial Responsible Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and certifying (A) that the conditions specified in Sections 4.03(a) through (c) have been satisfied or waived (which such waiver must be in writing), (B) that there has been no Default event or Event of Default exists as circumstance since the date of the Effective Date. Audited Financial Statements that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (gC) The Administrative Agent shall have received that neither the results of recent UCC, tax and judgment Lien searches Borrower nor any Subsidiary is in default under or with respect to each of any Contractual Obligation that could, either individually or in the Loan Parties aggregate, reasonably be expected to the extent reasonably required by the Administrative Agent, have a Material Adverse Effect and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (iD) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding that the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, has disclosed to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation and the Lenders all matters known to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred any Responsible Officer that, individually or in the aggregate, has had or would could reasonably be expected to have result in a Material Adverse Effect. (jvii) On all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Terrorism Laws; (viii) the Revolving Loan Facility being executed concurrently with the Effective Date and each Guarantee of the Revolving Loan Facility; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) The representations and warranties of the Borrower contained in Article V or any other Loan Document (other than the representation and warranty set forth in Section 5.05(c)), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Effective Date, except to the Administrative Agent extent that such representations and warranties specifically refer to an earlier date, in which case they shall have received a Solvency Certificate executed by a Financial Officer be true and correct as of such earlier date, and except that for purposes of this Section 4.03, the Borrower representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the form most recent statements furnished pursuant to subsections (a) and (b), respectively, of Exhibit H heretoSection 6.01. (kc) Subject to No Default shall exist, or would result immediately following the time period set forth in Schedule 5.15occurrence of the Effective Date and the transactions contemplated hereunder. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all accrued reasonable and unpaid invoiced fees, costs charges and expenses due disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the Lenders, Administrative Agent) to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable or on or prior to the Effective Date, including (i) upfront plus such additional amounts of such invoiced fees, payable charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent for in accordance with the account terms of each Lender, in an amount equal to 0.10% this Agreement). Without limiting the generality of the amount provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.03, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such ▇▇▇▇▇▇’s Commitments under Lender prior to the heading “IPO proposed Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentspecifying its objection thereto.

Conditions to Effective Date. This Agreement shall become effective on the first date on which the following conditions shall have been satisfied or waived (the “Effective Date”): (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from (i) the Borrower, (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) ▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇Rajah, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇Lender’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on as of the first date on which Effective Date when all of the following conditions shall set forth in this Section 7 have been satisfied or waived (the “Effective Date”):satisfied. (a) The Administrative Agent shall have received one or more counterparts of this Agreement, duly executed a counterpart hereto and shall have received an executed counterpart hereto from (i) delivered by the Borrower, (ii) each other Loan Party the Guarantors and (iii) each Lenderthe requisite Lenders. (b) The Administrative Agent shall have received a Note executed by for its own account, or for the Borrower in favor account of each Lender requesting a Note in advance Lender, as the case may be (i) all fees, costs and expenses due and payable pursuant to Section 3.05 of the Credit Agreement, if any, and (ii) if then invoiced at least one (1) Business Day prior to the Effective Date, any amounts payable pursuant to Section 12.03 of the Credit Agreement. (c) The Administrative Agent shall have received a written opinion (addressed All fees and expenses due and owing to the Administrative AgentFinancial Advisor, the Issuing Banks ▇▇▇▇ ▇▇▇▇▇ and the Lenders and dated the Effective Date) of (i) ▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, invoiced at least one (ii1) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory Business Day prior to the Administrative AgentEffective Date shall have been paid or reimbursed by the Borrower. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower representations and each other Loan Party approving the transactions contemplated by this Agreement warranties in Section 9 below are true and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and correct in all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebymaterial respects. (e) The Administrative Agent shall have received a certificate dated as of the representative directordate hereof, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures duly executed by a Responsible Officer of the officers of Borrower, certifying as to the matters described in item (d) above and such Loan Party authorized to sign other matters as the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective DateAdministrative Agent shall reasonably request. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date[Reserved]. (g) [Reserved]. (h) The Administrative Agent and the Financial Advisor shall have received a report dated as of April 30, 2015, in the results form of recent UCC, tax and judgment Lien searches with respect to each Annex I hereto of the Loan Parties to the extent reasonably required by the Administrative Agent, Borrower’s and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Dateits Subsidiaries’ accounts payable and payments. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent Financial Advisor shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer cash flow forecast of the Borrower and its Subsidiaries for the period of thirteen weeks, commencing May 14, 2015, in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due satisfactory to the Administrative Agent and the Lenders, to Financial Advisor. (j) All legal matters and other due diligence in connection with this Agreement and the extent invoiced with reasonable detail at least two Business Days prior to other Loan Documents and the Effective Date assets and due properties of the Loan Parties and payable on or prior to the Effective Date, including (i) upfront fees, payable their respective Subsidiaries shall be satisfactory to the Administrative Agent for Agent, ▇▇▇▇ ▇▇▇▇▇ and the account of each LenderFinancial Advisor, in an amount equal and there shall have been furnished to 0.10% of the amount of such Administrative Agent, ▇▇▇▇ ▇▇▇▇▇▇, and the Financial Advisor at the Borrower’s Commitments under expense, such agreements and other documents, information and records with respect to the heading “IPO Effective Date Commitments” Loan Parties and their respective Subsidiaries in Schedule 2.1(a) form, substance, scope and (ii) all attorney costs of methodology satisfactory to the Administrative Agent, ▇▇▇▇ ▇▇▇▇▇ and the Financial Advisor in their sole discretion, as the Administrative Agent, ▇▇▇▇ ▇▇▇▇▇ and the Financial Advisor may reasonably have requested for that purpose.

Conditions to Effective Date. This Agreement The Commitments of each Lender hereunder shall become effective on and the first date on which Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have received the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, the BorrowerFee and Syndication Letter, the Security Agreement, the Pledge Agreement, and the Subsidiary Guaranty; (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a Note draft Offer Press Release or Scheme Press Release (as applicable) in advance form and substance reasonably satisfactory to the Administrative Agent; (iv) favorable opinions of (x) H▇▇▇▇ ▇▇▇▇▇▇▇ LLP and (y) in-house counsel to the Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (v) (x) a certificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the jurisdiction of its incorporation, (B) the resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and performance of this Agreement and the other Loan Documents (including in respect of the Borrower, the borrowing of the Loans hereunder), and the Transactions and (C) an incumbency certificate certifying the names and true signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (vi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and the Arranger shall have received all fees required to be paid under this Agreement and the Fee and Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, and all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) ▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five (5) Business Days prior to the Effective Date, Date (i) all documentation and other information regarding requested by the Borrower and the Guarantors requested Administrative Agent or such Lender, as applicable, in connection order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the . The Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to Lenders irrevocably confirm that the Effective Date and due and payable has occurred on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account date of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthis Agreement.

Conditions to Effective Date. This Agreement The Commitments of each Lender hereunder shall become effective on and the first date on which Effective Date shall occur subject to satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived (the “Effective Date”):precedent: (a) The Administrative Agent shall have received the following, each of which shall be “.pdf” (or equivalent) telecopies of manually-signed originals (followed promptly by originals, it being understood and agreed that in no event will receipt of originals thereof by the Administrative Agent be a condition precedent to the Commitments of each Lender) unless otherwise specified, each properly executed by a counterpart hereto Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and shall have received an executed counterpart hereto from each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, the BorrowerFee and Syndication Letter, the Security Agreement, the Pledge Agreement, and the Subsidiary Guaranty; (ii) each other Loan Party and (iii) each Lender. (b) The Administrative Agent shall have received a Note Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) a Note draft Offer Press Release or Scheme Press Release (as applicable) in advance form and substance reasonably satisfactory to the Administrative Agent; (iv) favorable opinions of (x) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and (y) in-house counsel to the Loan Parties (each in form and substance satisfactory to the Borrower and the Administrative Agent) addressed to the Administrative Agent and each Lender, as to customary matters concerning the Loan Parties and the Loan Documents; (v) (x) a certificate of a Responsible Officer of each Loan Party attaching (A) each Organization Document of each Loan Party certified, to the extent applicable, as of a recent date by the Secretary of State of the jurisdiction of its incorporation, (B) the resolutions, written consents or other applicable action of each Loan Party authorizing, among other things, the execution, delivery and performance of this Agreement and the other Loan Documents (including in respect of the Borrower, the borrowing of the Loans hereunder), and the Transactions and (C) an incumbency certificate certifying the names and true signatures of the officers of each Loan Party entitled to sign this Agreement and the other Loan Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (y) a good standing certificate for each Loan Party from its jurisdiction of its incorporation; and (vi) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable Law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (subject only to Permitted Liens) in and to such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of certificates evidencing certain pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto. (b) The Lenders, Administrative Agent and the Arranger shall have received all fees required to be paid under this Agreement and the Fee and Syndication Letter (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) on or prior to the Effective Date, and all expenses (or arrangements with respect to the payment thereof which are reasonably satisfactory to the Administrative Agent shall have been made) for which invoices have been presented (including the reasonable fees and expenses of legal counsel), at least one (1) Business Day before the Effective Date. (c) The Administrative Agent and each Lender shall have received a written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of (i) ▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five (5) Business Days prior to the Effective Date, Date (i) all documentation and other information regarding requested by the Borrower and the Guarantors requested Administrative Agent or such Lender, as applicable, in connection order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the . The Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to Lenders irrevocably confirm that the Effective Date and due and payable has occurred on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account date of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agentthis Agreement.

Conditions to Effective Date. This The obligations of each Bank under this Agreement shall become effective on are subject to the first date on which satisfaction of the conditions set forth in Section 3.02 and receipt by the Administrative Agent of the following conditions shall have been satisfied or waived (in sufficient number of counterparts (except as to the “Effective Date”Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent): (a) The Administrative Agent shall have executed a counterpart written letter agreement evidencing the termination of the Fifth Amended and Restated Credit Agreement dated as of November 23, 1999 among Mohawk Industries, Inc., SunTrust Bank, and Wachovia Bank, National Association, and any other lenders party thereto; (b) from each of the parties hereto and shall have received an a duly executed counterpart hereto from of this Agreement; (c) a duly executed Note by the Borrower for the account of each Bank complying with the provisions of Section 2.04; (d) an opinion of ▇▇▇▇▇▇ & Bird LLP, counsel for the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B; (e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion; (f) a certificate, dated as of the Effective Date, signed by a principal financial officer of the Borrower, certifying (i) that no Default has occurred and is continuing on the BorrowerEffective Date, (ii) each other Loan Party that the representations and warranties of the Borrower contained in Article IV are true on and as of the Effective Date, and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed detail satisfactory to the Administrative Agent, the Issuing Banks and the Lenders and dated amount of all outstanding Debt as of the Effective Date; (g) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of (i) ▇▇▇▇▇▇ LLPthe Borrower, special U.S. counsel the corporate authority for and the validity of the Loan PartiesDocuments to which the Borrower is a party, (ii) ▇▇▇ & ▇▇▇▇▇and any other matters relevant thereto, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) , including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver the Loan Documents, and certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, following items as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and Borrower: (i) its Certificate of Incorporation, (ii) all other documents reasonably requested by the Administrative Agent relating to the organizationits Bylaws, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (eiii) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary Secretary of each Loan Party certifying the names and true signatures State of the officers State of such Loan Party Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by its Board of Directors (or a duly authorized to sign committee thereof) authorizing its execution, delivery and performance of the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date ; and (iih) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationNotice of Borrowing, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrowerif necessary. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement shall become effective on as of the first date on which Amendment Effective Date when all of the following conditions shall set forth in this Section 4 have been satisfied or waived (the “Effective Date”):satisfied. (a) The Administrative Agent shall have received one or more counterparts of this Agreement, duly executed a counterpart hereto and shall have received an executed counterpart hereto from (i) delivered by the Borrower, (ii) each other Loan Party the Guarantors and (iii) each Lenderthe requisite Lenders. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed All fees and expenses due and owing to the Administrative AgentFTI Consulting, the Issuing Banks and the Lenders and dated the Effective Date) of (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special U.S. counsel for the Loan Parties, (ii) LLP and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case in form and substance reasonably satisfactory LLP invoiced at least one (1) Business Day prior to the Administrative AgentAmendment Effective Date shall have been paid or reimbursed by the Borrower. (c) The representations and warranties in Section 5 below are true and correct in all material respects. (d) The Administrative Agent shall have received (i) certified copies a certificate dated as of the resolutions date hereof, duly executed by a Responsible Officer of the Board of DirectorsBorrower, managers, members, or equity holders, certifying as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents matters described in item (c) above and (ii) all such other documents reasonably requested by matters as the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated herebyshall reasonably request. (e) The Administrative Agent shall have received a certificate of the representative directorforbearance fee equal to $500,000 to be distributed to those Lenders that have executed this Agreement on or before 5:00 p.m. (Eastern Time) on June 30, the secretary or an assistant secretary of 2015 in accordance with each Loan Party certifying the names and true signatures of the officers such Lender’s pro rata share of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Datefee. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP shall have received an evergreen retainer of $250,000. (g) All legal matters and other due diligence in connection with this Agreement and the heading “IPO Effective Date Commitments” in Schedule 2.1(a) other Loan Documents and (ii) all attorney costs the assets and properties of the Loan Parties and their respective Subsidiaries shall be satisfactory to the Administrative Agent, and there shall have been furnished to the Administrative Agent, at the Borrower’s expense, such agreements and other documents, information and records with respect to the Loan Parties and their respective Subsidiaries in form, substance, scope and methodology satisfactory to the Administrative Agent in its sole discretion, as the Administrative Agent may reasonably have requested for that purpose.

Conditions to Effective Date. This Agreement shall become effective on the first date (the "Effective Date") on which each condition listed in Section 4.2 is satisfied and each of the following conditions shall have been satisfied or waived (the “Effective Date”):occurred: (a) The Administrative Agent shall have executed a counterpart hereto and shall have received an executed counterpart hereto from counterparts of (i) this Agreement, executed and delivered by a duly authorized officer of each Person constituting the BorrowerBorrower and each Lender, and (ii) each Security Document and other Loan Party Document executed by each Person party thereto. Each Lender shall have received a Revolving Credit Note and (iii) Term Note conforming to the requirements hereof and executed by a duly authorized officer of each LenderPerson constituting the Borrower. (b) The Administrative Agent shall have received a Note executed certificate of the Secretary or an Assistant Secretary of each Person constituting the Borrower and Scott dated as of th▇ ▇▇fective Date and certifying (1) that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Borrower in favor Board of Directors of such Person authorizing (x) the execution, delivery and performance of this Agreement and the Notes and the other Loan Documents and (y) the borrowings contemplated hereunder and that such resolutions have not been amended, modified, revoked or rescinded, (2) as to the incumbency and specimen signature of each Lender requesting a Note in advance officer executing any Loan Documents on behalf of such Person constituting the Borrower and (3) that attached thereto are true and complete copies of the Effective Dateorganizational documents of such Person (which in the case of ER Hong Kong and ER BVI shall have been amended to incorporate changes therein requested by the Agent); and such certificate and the resolutions attached thereto shall be in form and substance satisfactory to the Agent. (c) The Administrative Agent shall have received the executed legal opinion of Lowenstein, Sandler ▇.▇., ▇▇, co▇▇▇▇▇ ▇o the Persons constituting the Borrower, together with the opinions of Baker & McKenzie, H▇▇▇ ▇ong ▇▇▇▇▇▇l, to ER Hong Kong, and Conyers, Dill & Pea▇▇▇▇, Bri▇▇▇▇ Vi▇▇▇▇ ▇▇land's counsel to ER BVI, substantially in the form of Exhibit J. Such legal opinions shall cover such matters incident to the transactions contemplated by this Agreement as the Agent and the Lenders reasonably may require. (d) The Borrower shall have paid to the Agent, for distribution to the Lenders, a non-refundable facility fee of $400,000. (e) The Agent shall have received (i) a payoff letter from Congress Financial with respect to the Congress Financial Credit Facility which letter shall state that the Congress Financial Credit Facility and the commitment of Congress Financial to Lender under will terminate upon payment of the amounts set forth therein and (ii) UCC-3 Termination Statements or other documents necessary to terminate all Liens securing the repayment of the Congress Financial Credit Facility. (f) The Borrower shall have paid all fees of counsel to the Agent submitted on the date hereof as previously agreed to. This condition precedent does not derogate from the Borrower's continuing obligations under Section 10.5. (g) The Trustee for the holders of the Convertible Debentures shall have confirmed to the Agent the outstanding principal amount of the Convertible Debentures. (h) The Agent shall have received a written opinion (addressed to the Administrative AgentWaiver and Consent from Gilbert West, the Issuing Banks and the Lenders and dated the Effective Date) of (i) Inc. w▇▇▇ ▇▇▇▇▇▇▇ LLP, special U.S. counsel for to the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for California warehouse used by ERC US and a letter from SSG with respect to the Loan Parties warehousing arrangements between it and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan PartiesERC US, in each case in form and substance reasonably satisfactory to the Administrative Agent. (di) The Administrative Lender shall have received such other materials, documents and papers regarding the Borrower or the Loans as the Lender may reasonably require. (j) The Agent shall have received (i) certified copies all UCC Financing Statements or other public filing documents required to perfect any security interests and other evidence of the resolutions Liens granted pursuant to the Security Documents and (ii) original stock certificates evidencing all Capital Stock pledged pursuant to the Stock Pledge Agreement together with original stock powers (or equivalent forms) executed in blank in form and substance satisfactory to the Agent. (k) The Agent shall have received the executed ER Hong Kong Bought and Sold Notes and ER Hong Kong Director Resignations. (l) ERC US shall have delivered to the Agent the most recent draft of ERC US' financial statements for the Board of Directorsfiscal year ended March 31, managers2002 and such statements shall be acceptable to the Agent. (m) All corporate and other proceedings, membersand all documents, or equity holders, as applicable, of the Borrower instruments and each other Loan Party approving legal matters in connection with the transactions contemplated by this Agreement and the execution and delivery of the other Loan Documents shall be reasonably satisfactory in form and substance to be delivered by the Borrower Lenders, and the other Loan Parties on Agent and the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all Lenders shall have received such other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing legal opinions in respect of each Loan Party and authorization any aspect or consequence of the transactions contemplated herebyhereby or thereby as they may reasonably request. (e) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Date. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.

Conditions to Effective Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions shall have been is satisfied (or waived (the “Effective Date”in accordance with Section 9.02): (a) The Administrative Agent shall have executed a counterpart hereto and (or its counsel) shall have received an executed counterpart from each party hereto from either (i) the Borrower, a counterpart of this Agreement signed on behalf of such party or (ii) each written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile transmission or other Loan Party and (iiielectronic imaging of a signed signature page of this Agreement) each Lenderthat such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks Agent and the Lenders and dated the Effective DateLenders) of (i) each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special U.S. New York counsel for the Loan Parties, (ii) ▇▇▇ & ▇▇▇▇▇, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ Singapore LLP, special Singapore Delaware counsel for the Loan Parties and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Washington counsel for the Loan Parties, in each case (A) dated as of the Effective Date and (B) in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (ec) The Administrative Agent shall have received a certificate copy of the representative director, the secretary or an assistant secretary (i) each organizational document of each Loan Party certifying certified, to the names extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and true signatures incumbency certificates of the responsible officers of such each Loan Party authorized to sign executing the Loan Documents to which it is a party, to be delivered by (iii) copies of resolutions of the board of directors or managers, shareholders, partners, and/or similar governing bodies of each Loan Party on approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by a secretary, an assistant secretary or a responsible officer of such Loan Party as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the other documents to be delivered hereunder on extent such concept, or an analogous concept, exists) from the Effective Dateapplicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (fd) The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of by a Financial Officer or the Borrower by the President, President or a Vice President or a Financial Officer of the Borrower Borrower, confirming compliance with the accuracy of the representations and warranties conditions set forth in Article III paragraphs (a) and (b) of this Agreement as Section 4.02 (for purposes of the Effective Date conditions set forth in paragraphs (a) and that no Default or Event (b) of Default exists as Section 4.02, after giving effect to the consummation of the Effective DateSpin-Off). (ge) The Administrative Agent shall have received the results of recent UCC, tax all fees and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, other amounts due and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged payable on or prior to the Effective Date, including, to the extent invoiced at least three Business Days prior to the Effective Date (or such shorter period agreed by the Borrower in its sole discretion), reimbursement or payment of all reasonable, documented and invoiced out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any other agreement entered into by any of the Arrangers, the Administrative Agent and the Lenders, on the one hand, and any of the Loan Parties, on the other hand; provided that such amounts may be offset against the proceeds of the Term Loans. (f) [Reserved]. (g) [Reserved]. (i) The Administrative Agent shall have received, at least five three Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot USA PATRIOT Act, to the extent that has been requested in writing of the Borrower at least ten Business Days days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Regulation and a Lender that has requested, requested in a written notice to the Borrower at least five 10 days prior to the Effective Date, the Administrative Agent shall have received Date a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent such Lender shall have received a Solvency Certificate executed by a Financial Officer of such Beneficial Ownership Certification with respect to the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two three Business Days prior to the Effective Date (provided that, upon the execution and due delivery by such Lender of its signature page to this Agreement, the conditions set forth in this clause (h) shall be deemed to be satisfied). (i) Except as provided by Section 5.15 herein, the Collateral and payable Guarantee Requirement shall have been satisfied, and the Administrative Agent, on behalf of the Secured Parties, shall have a perfected security interest in the Collateral of the type and priority described in each Security Document (except as otherwise set forth in the Collateral and Guarantee Requirement or prior Section 5.15). The Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer or legal officer of each of the Borrower, together with all attachments contemplated thereby. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect; provided that to the extent that, notwithstanding its use of commercially reasonable efforts in respect thereof, the Borrower is unable to comply with Section 5.07, such compliance shall not constitute a condition precedent under this Section 4.01 but shall instead be required within 30 days following the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion). (k) The Lenders shall have received a certificate from a Financial Officer of the Borrower, substantially in the form of Exhibit L, certifying as to the solvency of the Borrower and its Restricted Subsidiaries as of the Effective Date on a consolidated basis after giving effect to the Transactions. (l) The Transactions shall have been consummated or satisfactory arrangements shall have been implemented providing that within two (2) Business Days of the initial funding of the Loans on the Effective Date, including the Transactions shall be consummated, in accordance with applicable law and the Distribution Agreement and, in all material respects, consistent with the information set forth in the Form 10. (im) upfront feesThe Lenders shall have received a copy of each material Spin-Off Document and each other Spin-Off Document requested by the Administrative Agent, payable each executed by all parties thereto and certified by a Financial Officer or legal officer of the Borrower as being complete and correct. The terms of each Spin-Off Document shall be consistent in all material respects with the information set forth in the Form 10, which shall not have been amended in a manner that is materially adverse to the Lenders. (n) [Reserved]. (o) The Borrower shall have delivered to the Administrative Agent for the account notice required by Section 2.03 on the Effective Date. (p) The Administrative Agent shall have received a copy of each Lender, in an amount equal a post-closing group structure chart (after giving effect to 0.10% the Transactions). The Administrative Agent shall notify the Borrower and the Lenders of the amount of Effective Date, and such ▇▇▇▇▇▇’s Commitments under notice shall be conclusive and binding. Notwithstanding the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs foregoing, the obligations of the Administrative AgentLenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 11:59 p.m., New York City time, on the Effective Date.

Conditions to Effective Date. This The obligations of each Bank under this Agreement shall become effective on are subject to the first date on which satisfaction of the conditions set forth in Section 3.02 and receipt by the Administrative Agent of the following conditions shall have been satisfied or waived (in sufficient number of counterparts (except as to the “Effective Date”Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent): (a) The Administrative Agent shall have executed a counterpart written letter agreement evidencing the termination of the Fifth Amended and Restated Credit Agreement dated as of November 23, 1999 among Mohawk Industries, Inc., SunTrust Bank, and Wachovia Bank, National Association, and any other lenders party thereto; (b) from each of the parties hereto and shall have received an a duly executed counterpart hereto from of this Agreement; (c) a duly executed Note by the Borrower for the account of each Bank complying with the provisions of Section 2.04; (d) an opinion of ▇▇▇▇▇▇ & Bird LLP, counsel for the Borrower, dated as of the Effective Date, substantially in the form of Exhibit B; (e) the Borrower's most recent audited consolidated financial statements, including, without limitation, a balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in such form and substance satisfactory to the Banks in their sole discretion; (f) a certificate, dated as of the Effective Date, signed by a principal financial officer of the Borrower, certifying (i) that no Default has occurred and is continuing on the BorrowerEffective Date, (ii) each other Loan Party that the representations and warranties of the Borrower contained in Article IV are true on and as of the Effective Date, and (iii) each Lender. (b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date. (c) The Administrative Agent shall have received a written opinion (addressed detail satisfactory to the Administrative Agent, the Issuing Banks and the Lenders and dated amount of all outstanding Debt as of the Effective Date; (g) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of (i) ▇▇▇▇▇▇ LLPthe Borrower, special U.S. counsel the corporate authority for and the validity of the Loan PartiesDocuments to which the Borrower is a party, (ii) ▇▇▇ & ▇▇▇▇▇and any other matters relevant thereto, special Korean counsel for the Loan Parties and (iii) ▇▇▇▇▇, ▇▇▇▇ Singapore LLP, special Singapore counsel for the Loan Parties, in each case all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) , including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver the Loan Documents, and certified copies of the resolutions of the Board of Directors, managers, members, or equity holders, following items as applicable, of the Borrower and each other Loan Party approving the transactions contemplated by this Agreement and the execution and delivery of the Loan Documents to be delivered by the Borrower and the other Loan Parties on the Effective Date, and all documents evidencing other necessary corporate (or other applicable organizational) action and governmental approvals, if any, with respect to the Loan Documents and Borrower: (i) its Certificate of Incorporation, (ii) all other documents reasonably requested by the Administrative Agent relating to the organizationits Bylaws, existence and good standing of each Loan Party and authorization of the transactions contemplated hereby. (eiii) The Administrative Agent shall have received a certificate of the representative director, the secretary or an assistant secretary Secretary of each Loan Party certifying the names and true signatures State of the officers State of such Loan Party Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by its Board of Directors (or a duly authorized to sign committee thereof) authorizing its execution, delivery and performance of the Loan Documents to which it is a party, to be delivered by each Loan Party on the Effective Date and the other documents to be delivered hereunder on the Effective Date.; and (fh) The Administrative Agent shall have received a certificateNotice of Borrowing, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower confirming the accuracy of the representations and warranties set forth in Article III of this Agreement as of the Effective Date and that no Default or Event of Default exists as of the Effective Dateif necessary. (g) The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.2 or Liens to be discharged on or prior to the Effective Date. (i) The Administrative Agent shall have received, at least five Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least five days prior to the Effective Date, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower. (i) Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (j) On the Effective Date, the Administrative Agent shall have received a Solvency Certificate executed by a Financial Officer of the Borrower in the form of Exhibit H hereto. (k) Subject to the time period set forth in Schedule 5.15, the Borrower shall have paid all accrued and unpaid fees, costs and expenses due to the Administrative Agent and the Lenders, to the extent invoiced with reasonable detail at least two Business Days prior to the Effective Date and due and payable on or prior to the Effective Date, including (i) upfront fees, payable to the Administrative Agent for the account of each Lender, in an amount equal to 0.10% of the amount of such ▇▇▇▇▇▇’s Commitments under the heading “IPO Effective Date Commitments” in Schedule 2.1(a) and (ii) all attorney costs of the Administrative Agent.