Common use of Conditions to Initial Credit Extension Clause in Contracts

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each the applicable Collateral Document and the Perfection CertificateAgreement, (ii) from the Initial BorrowerBorrowers, a Note executed by the Initial Borrower Borrowers for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian SubsidiaryParty, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and or for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral DocumentsPledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitute constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ P.C., counsel to ESI and, to the limited extent any Collateral may not be perfected by New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (Aii) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only local counsel to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date)Loan Parties party hereto, if the perfection as customary for transactions of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agreethis type.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each the applicable Collateral Document and the Perfection CertificateAgreement, (ii) from the Initial BorrowerBorrowers, a Note executed by the Initial Borrower Borrowers for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian SubsidiaryParty, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and or for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral DocumentsPledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitute constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ P.C., counsel to ESI and, to the limited extent any Collateral may not be perfected by New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (Aii) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only local counsel to the extent delivered to Holdings or the Initial Borrower on or prior to Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date), if a Note, payable to the perfection order of such Lender, duly executed by the Collateral Agent’s security interest in such Collateral may not be accomplished on or applicable Borrower. (g) To the extent requested at least 10 Business Days prior to the Closing Date, then the perfection of Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the security interest Patriot Act, and (ii) a Beneficial Ownership Certification in such Collateral shall not constitute relation to any Borrower that qualifies as a condition precedent “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the availability Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Facilities Closing Date in the case of Eurocurrency Rate Loans (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of ESI substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, ESI and its Subsidiaries, taken as a whole, are Solvent. (j) The Administrative Agent shall have received confirmation that the conditions set forth in Sections 5.02(a) and (b) have been met. (k) The Administrative Agent shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by a Borrower on the Closing Date butas separately agreed to by such parties and a Borrower shall have paid or, insteadsubstantially concurrently with the initial Credit Extension, may be accomplished within 90 days of shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date, or such longer period as the . (m) The Administrative Agent may agreeshall have received reasonably satisfactory evidence that, prior to or substantially simultaneously with the initial Credit Extension, the Existing Credit Agreement Refinancing shall have been consummated. (n) Prior to or substantially contemporaneously with the initial Credit Extension, the Arysta Sale shall have been consummated. For purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each the applicable Collateral Document and the Perfection CertificateAgreement, (ii) from the Initial BorrowerBorrowers, a Note executed by the Initial Borrower Borrowers for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian SubsidiaryParty, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and or for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral DocumentsPledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitute constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ P.C., counsel to ESI and, to the limited extent any Collateral may not be perfected by New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (Aii) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only local counsel to the extent delivered to Holdings or the Initial Borrower on or prior to Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date), if a Note, payable to the perfection order of such Lender, duly executed by the Collateral Agent’s security interest in such Collateral may not be accomplished on or applicable Borrower. (g) To the extent requested at least 10 Business Days prior to the Closing Date, then the perfection of Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the security interest Patriot Act, and (ii) a Beneficial Ownership Certification in such Collateral shall not constitute relation to any Borrower that qualifies as a condition precedent “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the availability Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Facilities Closing Date in the case of Eurocurrency Rate Loans (as defined in this Agreement as in effect on the Closing Date) (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of ESI substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, ESI and its Subsidiaries, taken as a whole, are Solvent. (j) The Administrative Agent shall have received confirmation that the conditions set forth in Sections 5.02(a) and (b) have been met. (k) The Administrative Agent shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by a Borrower on the Closing Date butas separately agreed to by such parties and a Borrower shall have paid or, insteadsubstantially concurrently with the initial Credit Extension, may be accomplished within 90 days of shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date, or such longer period as the . (m) The Administrative Agent may agreeshall have received reasonably satisfactory evidence that, prior to or substantially simultaneously with the initial Credit Extension, the Existing Credit Agreement Refinancing shall have been consummated. (n) Prior to or substantially contemporaneously with the initial Credit Extension, the Arysta Sale shall have been consummated. For purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party).

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for 6553436v9 Before or concurrently with the initial Credit Extension on the Closing Date is subject to the following conditions precedent: Extension: (a) The the Administrative Agent shall have received from for each Lender this Agreement and each other Loan Document duly executed by the Borrowers, any applicable Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. and the Lenders; (b) The the Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower received for each Lender that requests such a Note, (iii) Lender’s duly executed Revolving Credit Notes of the Borrowers and otherwise in compliance with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statementsthe provisions of, as applicable, §2.1.3 and §2.2.3 hereof; (c) the Administrative Agent shall have received for each Lender certified copies of the charter, articles of incorporation and bylaws (or comparable organizational documents for the applicable jurisdiction) of the Loan Parties and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or other duly authorized officer of such Loan Party; (d) the Administrative Agent shall have received for each Lender copies of resolutions of the Board of Directors of the Loan Parties (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a form appropriate party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on its behalf, all certified in each instance by its Secretary, Assistant Secretary or other duly authorized officer of such Loan Party; (e) the Administrative Agent shall have received for filing in each Lender copies of the certificates of good standing for each of the Loan Parties (or the substantive equivalent certificates for Loan Parties outside of the United States) from the office of the secretary of the state of its incorporation or organization and of each state or formation, the jurisdiction in which its chief executive office it is located qualified to do business as a foreign corporation or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, organization; (yf) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree.shall have received the upfront fee set forth in § 5.4(a) and the reasonable fees and expenses of the Administrative Agent’s counsel; (g) the Administrative Agent shall have received for the benefit of each Lender the favorable written opinion of counsel to each Borrower, in form and substance satisfactory to the Administrative Agent;

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject only to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign SubsidiaryHoldings, the District of Columbia, Columbia and (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements (or the equivalent perfection filing) under the Personal Property Security Act PPSA in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office, registered office or domicile is located and the jurisdiction jurisdictions in which its tangible assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Actlocated, (iviii) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (viv) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (viv) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act PPSA financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Initial Borrower shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Latham & Watkins LLP and one firm of local counsel to the Secured Parties in any material relevant jurisdiction (in each case to the extent invoiced at least three Business Days prior to the Closing Date). (e) The Administrative Agent shall have received the executed legal opinions of (i) Greenberg Traurig LLP, counsel to the Initial Borrower and the other Loan Parties party hereto, (ii) Stikeman Elliott LLP, Canadian counsel to the Loan Parties, (iii) McInnes Cooper, Canadian local counsel to the Loan Parties, in each case, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to such Lender, duly executed by the Initial Borrower. (g) To the extent requested at least ten Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Proceeds of Crime Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension in accordance with Section 2.02(a) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of Holdings substantially in the form attached hereto as Exhibit D, to the effect that, immediately after giving effect to the Transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent. (i) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) (and in each case, all respects if qualified by “materiality”, “Material Adverse Effect” or other similar qualifier) and (ii) subject to Section 1.10, the Specified Acquisition Agreement Representations shall be true and correct. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Initial Borrower as to the matters set forth in this clause (j).

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction, or waiver (in accordance with Section 10.01), of each of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals) unless otherwise specified, each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note properly executed by a Responsible Officer of the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each signing Loan Party (including Holdings) that is not a Canadian Subsidiaryif applicable), UCC-1 financing statementseach dated the Closing Date (or, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests certificates of governmental officials, a recent date before the Closing Date and in Subsidiaries the case of the Initial BorrowerLoan Notice delivered pursuant to Section 4.01(a)(i), dated the date of delivery of such certificates Loan Notice) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) a Loan Notice relating to the initial Credit Extension(s) and which shall be delivered in accordance with Section 2.02; (ii) executed counterparts of this Agreement duly executed by each party hereto; (iii) the Guaranty and other Collateral Documents set forth on Schedule 1.01C required to be delivered executed on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in as indicated on such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date butschedule, instead, may be accomplished within 90 days duly executed by each party thereto as of the Closing Date, together with: (A) subject to the First Lien Intercreditor Agreement, certificates, if any, representing the Collateral that are certificated Equity Interests of the Subsidiary Guarantors and each of their Restricted Subsidiaries that are not Immaterial Subsidiaries and the instruments evidencing the Material Debt Instruments, in each case, to the extent that same are required to be delivered pursuant to the Collateral and Guarantee Requirement, each accompanied by undated stock powers, membership interest powers or such longer period as other applicable certificates of transfer executed in blank and, in each case, in original (and not electronic) form; (B) delivery to the Administrative Agent, in proper form for filing, of Uniform Commercial Code financing statements in the jurisdiction of organization of each Loan Party and PPSA financing statements in the principal place of business of each Canadian Loan Party and province where any Canadian Loan Party has tangible assets in excess of C$5,000,000; and (C) copies of recent Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent may agree.with respect to each Loan Party, none of which encumber Collateral (other than Liens permitted hereunder); (iv) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party (in each case, to the extent such concept exists in the applicable jurisdiction), certificates of customary Board of Directors resolutions or other customary corporate authorizing action, incumbency certificates and/or other customary certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and, in the case of the Borrower only, a certificate of a Responsible Officer of the Borrower that the conditions specified in clauses (e) and (f) below have been satisfied; (v) a customary opinion from: (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties; and (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP, Nova Scotia, New Brunswick and Newfoundland counsel to the Loan Parties; and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Saskatchewan counsel to the Loan Parties; and

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Initial Borrower shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and other local counsel to the Secured Parties. (e) The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ P.C., counsel to the Initial Borrower and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to such Lender, duly executed by the Initial Borrower. (g) To the extent requested at least ten Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Closing Date in the case of Eurocurrency Rate Loans (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of Holdings substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent. (i) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) (and in each case, all respects if qualified by “materiality”, “Material Adverse Effect” or other similar qualifier) and (ii) the Specified Acquisition Agreement Representations shall be true and correct. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Initial Borrower. (k) The Administrative Agent shall have received the Audited Financial Statements of APi, the Audited Financial Statements of Holdings, the Unaudited Financial Statements of APi, the Unaudited Financial Statements of Holdings and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by Holdings on the Closing Date as separately agreed to by such parties and Holdings shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Committed Warrant Exchange and Rollover shall have occurred. The Borrower Equity Contribution shall have been made or will be made concurrently with the Closing Date. The APi Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the applicable Facilities in accordance with the APi Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to Holding’s obligation to consummate the APi Acquisition thereunder (other than any such amendment, modification or waiver that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld) (it being understood that (x) any change in the price (including any price decrease) of the APi Acquisition of 10% or greater will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Arrangers (such consent not to be unreasonably withheld), and any such reduction of price shall be applied to reduce the Initial Term Loan Commitment and the Initial Term Loan borrowed on the Closing Date and (y) any change to the definition of “Material Adverse Effect” (under and as defined in the APi Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders). The Borrower Equity Contribution and the proceeds of the Non-Founder Warrant Exchange, if any, and the Committed Warrant Exchange and Rollover shall be applied to finance the APi Acquisition, the Existing Credit Agreement Refinancing and/or the costs of the Transactions. (n) After giving effect to the Transactions, the Existing Credit Agreement Refinancing and other indebtedness refinancing will be consummated. (o) Since the date of the APi Acquisition Agreement, there has not been a “Material Adverse Effect” as defined in the APi Acquisition Agreement. (p) No Event of Default pursuant to Section 9.01(a) or (f) shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. For purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender. Any Request for Credit Extension submitted by the Initial Borrower on the Closing Date shall be deemed to be a representation and warranty that the condition specified in Sections 5.01(p) has been satisfied.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction, or waiver (in accordance with Section 10.01), of each of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (if applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date and in the case of the Loan Notice delivered pursuant to Section 4.01(a)(i), dated the date of delivery of such Loan Notice) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) a Loan Notice relating to the initial Credit Extension(s) and which shall have received from be delivered in accordance with Section 2.02; (ii) executed counterparts of this Agreement duly executed by each party hereto; (iii) the Guaranty and other Collateral Documents set forth on Schedule 1.01C required to be executed on the Closing Date, as indicated on such schedule, duly executed by each party thereto as of the Closing Date, together with: (A) subject to the First Lien Intercreditor Agreement, certificates, if any, representing the Collateral that are certificated Equity Interests of the Subsidiary Guarantors and each of their Restricted Subsidiaries that are not Immaterial Subsidiaries and the instruments evidencing the Material Debt Instruments, in each case, to the extent that same are required to be delivered pursuant to the Collateral and Guarantee Requirement, each accompanied by undated stock powers, membership interest powers or other applicable certificates of transfer executed in blank and, in each case, in original (and not electronic) form; (B) delivery to the Administrative Agent, in proper form for filing, of Uniform Commercial Code financing statements in the jurisdiction of organization of each Loan Party and PPSA financing statements in the principal place of business of each Canadian Loan Party and province where any Canadian Loan Party has tangible assets in excess of C$5,000,000; and (C) copies of recent Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party, none of which encumber Collateral (other than Liens permitted hereunder); (iv) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party (in each case, to the extent such concept exists in the applicable jurisdiction), certificates of customary Board of Directors resolutions or other customary corporate authorizing action, incumbency certificates and/or other customary certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party hereto or is to be a counterpart party on the Closing Date and, in the case of this Agreement signed on behalf the Borrower only, a certificate of such partya Responsible Officer of the Borrower that the conditions specified in clauses (e) and (f) below have been satisfied; (v) a customary opinion from: (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; and (B) Stikeman Elliot LLP, Canadian counsel to the Loan Parties; and (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP, Nova Scotia, New Brunswick and Newfoundland counsel to the Loan Parties; and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Saskatchewan counsel to the Loan Parties; and (E) D’Arcy & Deacon LLP, Manitoba counsel to the Loan Parties; and (F) ▇▇▇▇▇▇ LLP, Michigan counsel to the Loan Parties. (vi) the First Lien Intercreditor Agreement, duly executed by each party thereto as of the Closing Date; and (vii) a solvency certificate, substantially in the form set forth in Exhibit Q, from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower. (b) All fees, premiums, expenses (including without limitation, legal fees and expenses, title premiums and recording taxes and fees) and other transaction costs incurred in connection with the Transaction (including to fund any OID and upfront fees) to the extent invoiced in reasonable detail at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower) and required to be paid under the Administrative Agent Fee Letter on the Closing Date to the Administrative Agent, the Lead Arrangers and the Lenders, in the case of expenses, shall have been paid in full to the extent then due. (c) Prior to, or substantially concurrently with, the initial Credit Extensions, the Refinancing shall have occurred or the Administrative Agent shall be satisfied with the arrangements in place to effectuate the Refinancing. (d) The Administrative Agent shall have received: received at least three (i3) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or Days prior to the Closing Date), if Date all documentation and other information about the perfection of the Collateral Agent’s security interest Borrower and each Guarantor reasonably requested in such Collateral may not be accomplished on or writing by it at least ten (10) Business Days prior to the Closing DateDate required in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, then including the perfection of the security interest PATRIOT Act. (e) The representations and warranties in Article V shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representation and warranties shall be true and correct after giving effect to such Collateral shall not constitute a condition precedent to the availability of the Facilities materiality qualifier) on the Closing Date but, instead, may be accomplished within 90 days and as of the Closing Date. (f) Since December 31, 2015, there has been no Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or such longer period as the Administrative Agent may agreeaccepted 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.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction, or waiver (in accordance with Section 10.01), of each of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (if applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date and in the case of the Loan Notice delivered pursuant to Section 4.01(a)(i), dated the date of delivery of such Loan Notice) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) a Loan Notice relating to the initial Credit Extension(s) and which shall have received from be delivered in accordance with Section 2.02; (ii) executed counterparts of this Agreement duly executed by each party hereto; (iii) the Guaranty and other Collateral Documents set forth on Schedule 1.01C required to be executed on the Closing Date, as indicated on such schedule, duly executed by each party thereto as of the Closing Date, together with: (A) subject to the First Lien Intercreditor Agreement, certificates, if any, representing the Collateral that are certificated Equity Interests of the Subsidiary Guarantors and each of their Restricted Subsidiaries that are not Immaterial Subsidiaries and the instruments evidencing the Material Debt Instruments, in each case, to the extent that same are required to be delivered pursuant to the Collateral and Guarantee Requirement, each accompanied by undated stock powers, membership interest powers or other applicable certificates of transfer executed in blank and, in each case, in original (and not electronic) form; (B) delivery to the Administrative Agent, in proper form for filing, of Uniform Commercial Code financing statements in the jurisdiction of organization of each Loan Party and PPSA financing statements in the principal place of business of each Canadian Loan Party and province where any Canadian Loan Party has tangible assets in excess of C$5,000,000; and (C) copies of recent Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party, none of which encumber Collateral (other than Liens permitted hereunder); (iv) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party (in each case, to the extent such concept exists in the applicable jurisdiction), certificates of customary Board of Directors resolutions or other customary corporate authorizing action, incumbency certificates and/or other customary certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party hereto or is to be a counterpart party on the Closing Date and, in the case of this Agreement signed on behalf the Borrower only, a certificate of such partya Responsible Officer of the Borrower that the conditions specified in clauses (e) and (f) below have been satisfied; (v) a customary opinion from: (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; and (B) Stikeman Elliot LLP, Canadian counsel to the Loan Parties; and (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP, Nova Scotia, New Brunswick and Newfoundland counsel to the Loan Parties; and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Saskatchewan counsel to the Loan Parties; and (E) D’Arcy & Deacon LLP, Manitoba counsel to the Loan Parties; and (F) ▇▇▇▇▇▇ LLP, Michigan counsel to the Loan Parties. (vi) the First Lien Intercreditor Agreement, duly executed by each party thereto as of the Closing Date; and (vii) a solvency certificate, substantially in the form set forth in Exhibit Q, from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower. (b) All fees, premiums, expenses (including without limitation, legal fees and expenses, title premiums and recording taxes and fees) and other transaction costs incurred in connection with the Original Transaction (including to fund any OID and upfront fees) to the extent invoiced in reasonable detail at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower) and required to be paid under the Administrative Agent Fee Letter on the Closing Date to the Administrative Agent, the Lead Arrangers and the Lenders, in the case of expenses, shall have been paid in full to the extent then due. (c) Prior to, or substantially concurrently with, the initial Credit Extensions, the Refinancing shall have occurred or the Administrative Agent shall be satisfied with the arrangements in place to effectuate the Refinancing. (d) The Administrative Agent shall have received: received at least three (i3) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or Days prior to the Closing Date), if Date all documentation and other information about the perfection of the Collateral Agent’s security interest Borrower and each Guarantor reasonably requested in such Collateral may not be accomplished on or writing by it at least ten (10) Business Days prior to the Closing DateDate required in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, then including the perfection of the security interest PATRIOT Act. (e) The representations and warranties in Article V shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representation and warranties shall be true and correct after giving effect to such Collateral shall not constitute a condition precedent to the availability of the Facilities materiality qualifier) on the Closing Date but, instead, may be accomplished within 90 days and as of the Closing Date. (f) Since December 31, 2015, there has been no Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or such longer period as the Administrative Agent may agreeaccepted 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.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject only to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign SubsidiaryHoldings, the District of Columbia, Columbia and (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements (or the equivalent perfection filing) under the Personal Property Security Act PPSA in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office, registered office or domicile is located and the jurisdiction jurisdictions in which its tangible assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Actlocated, (iviii) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (viv) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (viv) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act PPSA financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Initial Borrower shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and one firm of local counsel to the Secured Parties in any material relevant jurisdiction (in each case to the extent invoiced at least three Business Days prior to the Closing Date). (e) The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Initial Borrower and the other Loan Parties party hereto, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Canadian local counsel to the Loan Parties, in each case, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to such Lender, duly executed by the Initial Borrower. (g) To the extent requested at least ten Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Proceeds of Crime Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension in accordance with Section 2.02(a) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of Holdings substantially in the form attached hereto as Exhibit D, to the effect that, immediately after giving effect to the Transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent. (i) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) (and in each case, all respects if qualified by “materiality”, “Material Adverse Effect” or other similar qualifier) and (ii) subject to Section 1.10, the Specified Acquisition Agreement Representations shall be true and correct. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Initial Borrower as to the matters set forth in this clause (j). (k) The Administrative Agent shall have received the Audited Financial Statements, the Target Audited Financial Statements, the Unaudited Financial Statements for the fiscal quarter ending on March 31, 2024, and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by Holdings on the Closing Date as separately agreed to by such parties and Holdings shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Borrower Equity Contribution shall have been made or will be made concurrently with the Closing Date. The Closing Date Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the applicable Facilities in accordance with the Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to Holding’s obligation to consummate the Closing Date Acquisition thereunder (other than any such amendment, modification or waiver that is not materially adverse to any interest of the Arrangers) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld) (it being understood that (x) any decrease in the purchase price of the Closing Date Acquisition will be deemed not to be materially adverse to the interests of the Arrangers so long as such decrease is allocated first to reduce the Initial Term Loans until the Term Loan Facility has been reduced to $675,000,000 and thereafter to reduce the Initial Term Loans and the Borrower Equity Contribution on a pro rata, dollar-for-dollar basis (or, at the option of Holdings in its sole discretion, to reduce the Initial Term Loans first and to reduce the Borrower Equity Contribution on a less than pro rata basis), (y) any increase in the purchase price of the Closing Date Acquisition will be deemed not to be materially adverse to the interests of the Arrangers so long as such increase is funded by amounts permitted to be drawn under the Revolving Credit Facility (subject to the limitation on the maximum amount of Revolving Credit Loans available on the Closing Date pursuant to Section 7.11) or proceeds of common equity (or other equity on terms reasonably satisfactory to the Arrangers) and (z) any change to the definition of “Material Adverse Effect” shall be deemed to be materially adverse to the interests of the Arrangers). The Borrower Equity Contribution shall be applied to finance the Closing Date Acquisition, the Existing Credit Agreement Refinancing and/or the costs of the Transactions. (n) After giving effect to the Transactions, the Existing Credit Agreement Refinancing will be consummated and any other existing third-party indebtedness for borrowed money of Holdings, the Acquired Business and their respective Subsidiaries shall have been refinanced. (o) Since the date of the Acquisition Agreement, there has not been a “Material Adverse Effect” as defined in the Acquisition Agreement. For purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by‑laws or operating, management, partnership, shareholders or similar agreement of each |US-DOCS\126402975.16140630557.8|| such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Initial Borrower shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and other local counsel to the Secured Parties. (e) The Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ P.C., counsel to the Initial Borrower and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to such Lender, duly executed by the Initial Borrower. (g) To the extent requested at least ten Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Closing Date in the case of Term SOFR Loans or Eurocurrency Rate Loans (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of Holdings substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent. (i) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) (and in each case, all respects if qualified by “materiality”, “Material Adverse Effect” or other similar qualifier) and (ii) the Specified Acquisition Agreement Representations shall be true and correct. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Initial Borrower. (k) The Administrative Agent shall have received the Audited Financial Statements of APi, the Audited Financial Statements of Holdings, the Unaudited Financial Statements of APi, the Unaudited Financial Statements of Holdings and the Pro Forma Financial Statements. |US-DOCS\126402975.16140630557.8|| (l) The Arrangers shall have received all fees due and payable by Holdings on the Closing Date as separately agreed to by such parties and Holdings shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Committed Warrant Exchange and Rollover shall have occurred. The Borrower Equity Contribution shall have been made or will be made concurrently with the Closing Date. The APi Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the applicable Facilities in accordance with the APi Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to Holding’s obligation to consummate the APi Acquisition thereunder (other than any such amendment, modification or waiver that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld) (it being understood that (x) any change in the price (including any price decrease) of the APi Acquisition of 10% or greater will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Arrangers (such consent not to be unreasonably withheld), and any such reduction of price shall be applied to reduce the Initial Term Loan Commitment and the Initial Term Loan borrowed on the Closing Date and (y) any change to the definition of “Material Adverse Effect” (under and as defined in the APi Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders). The Borrower Equity Contribution and the proceeds of the Non-Founder Warrant Exchange, if any, and the Committed Warrant Exchange and Rollover shall be applied to finance the APi Acquisition, the Existing Credit Agreement Refinancing and/or the costs of the Transactions. (n) After giving effect to the Transactions, the Existing Credit Agreement Refinancing and other indebtedness refinancing will be consummated. (o) Since the date of the APi Acquisition Agreement, there has not been a “Material Adverse Effect” as defined in the APi Acquisition Agreement. (p) No Event of Default pursuant to Section 9.01(a) or (f) shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. For purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender. Any Request for Credit Extension submitted by the Initial Borrower on the Closing Date shall be deemed to be a representation and warranty that the condition specified in Sections 5.01(p) has been satisfied.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of each the applicable Collateral Document and the Perfection CertificateAgreement, (ii) from the Initial BorrowerBorrowers, a Note executed by the Initial Borrower Borrowers for each Lender that requests such a Note, (iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian SubsidiaryParty, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and or for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral DocumentsPledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitute constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) K▇▇▇ K▇▇▇▇▇▇ P.C., counsel to PSP and, to the limited extent any Collateral may not be perfected by New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (Aii) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only local counsel to the extent delivered to Holdings or the Initial Borrower on or prior to Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date), if a Note, payable to the perfection order of such Lender, duly executed by the Collateral Agent’s security interest in such Collateral may not be accomplished on or applicable Borrower. (g) To the extent requested at least 10 Business Days prior to the Closing Date, then the perfection of Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the security interest Patriot Act, and (ii) a Beneficial Ownership Certification in such Collateral shall not constitute relation to any Borrower that qualifies as a condition precedent “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the availability Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Facilities Closing Date in the case of Eurocurrency Rate Loans (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of PSP substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, PSP and its Subsidiaries, taken as a whole, are Solvent. (j) The Administrative Agent shall have received confirmation that the conditions set forth in Sections 5.02(a) and (b) have been met. (k) The Administrative Agent shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by a Borrower on the Closing Date butas separately agreed to by such parties and a Borrower shall have paid or, insteadsubstantially concurrently with the initial Credit Extension, may be accomplished within 90 days of shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date, or such longer period as the . (m) The Administrative Agent may agreeshall have received reasonably satisfactory evidence that, prior to or substantially simultaneously with the initial Credit Extension, the Existing Credit Agreement Refinancing shall have been consummated. (n) Prior to or substantially contemporaneously with the initial Credit Extension, the Arysta Sale shall have been consummated. For purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.