Common use of Conditions to the Closing Date Clause in Contracts

Conditions to the Closing Date. The obligation of each Lender to make a Loan on the Closing Date is subject to the satisfaction (or waiver of in accordance with Section 9.02) of the following conditions: (a) The Effective Date shall have occurred. (b) The Administrative Agent shall have received a duly executed Borrowing Request complying with the terms of Section 2.03. (c) Reasonable evidence that all fees then due to the Arranger, the Lenders, the Administrative Agent and their Affiliates required to be paid on or prior to the Closing Date pursuant to paragraphs (a) and (b) of Section 2.12 and the Fee Letter shall have been or will be paid on or before the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copy; (ii) an Offer, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On the Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true in all material respects (or if already qualified by materiality, in all respects). (g) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the U.S. Borrower, substantially in the form of Exhibit E, confirming that the conditions set forth in Section 4.02(d) and (f) have been met. (h) It is not unlawful since the date the relevant Lender became party to this Agreement in any applicable jurisdiction for such Lender to fund that Loan; provided that such Lender has notified the Administrative Agent promptly upon becoming aware of such unlawfulness; provided, further, that such unlawfulness alone will not excuse any other Lender from participating in the relevant Loan and will not in any way affect the obligations of any other Lender.

Conditions to the Closing Date. The obligation of each Lender Lenders’ obligations to make a Loan on the Closing Date is Loans shall be subject only to all of the satisfaction following conditions precedent having been satisfied (or waiver of waived in accordance with Section 9.0210.01) of on or prior to the following conditionsCommitment Termination Date: (a) The the Effective Date shall have occurred.; (b) The the Pinnacle Acquisition shall have been (or, substantially contemporaneously with the making of the Loans, shall be) consummated pursuant to the Pinnacle Acquisition Agreement without giving effect to any modifications, consents, amendments or waivers thereto that, taken as a whole, are materially adverse to the interests of the Lenders, unless the Syndication Agent shall have provided its written consent thereto (it being understood that any change in the purchase consideration of less than 10.0% in respect of the Pinnacle Acquisition will be deemed not to be materially adverse to the Lenders); (c) there shall not have occurred: (a) from December 31, 2017 through to the date of the Pinnacle Acquisition Agreement, any event, change, effect, development, state of facts, condition, circumstance or occurrence, individually or in the aggregate with all other events, changes, effects, developments, states of facts, conditions, circumstances and occurrences in the business, results of operations, properties, assets, liabilities, operations or financial condition of Pinnacle that, individually or in the aggregate, has had, or that would reasonably be expected to have an Acquired Business Material Adverse Effect, except as set forth in the (i) reports publicly filed with the SEC prior to the date of the Pinnacle Acquisition Agreement (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or (ii) corresponding sections or subsections of the Company Disclosure Letter (as defined in the Pinnacle Acquisition Agreement in effect as of June 26, 2018) (it being agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Company Disclosure Letter to the extent that the relevance of such item to such section or subsection is reasonably apparent on its face), or (b) from the date of the Pinnacle Acquisition Agreement, any event, change, effect, development, state of facts, condition, circumstance or occurrence that, individually or in the aggregate, has had, or would reasonably be expected to have, an Acquired Business Material Adverse Effect; (d) the Administrative Agent shall have received a duly executed Borrowing Request complying with the terms of Section 2.03. (c) Reasonable evidence that all fees then due except to the Arranger, the Lenders, extent not required by the Administrative Agent and their Affiliates required to be paid on or Agent) (i) audited financial statements of the Company for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date pursuant to paragraphs Date; (aii) unaudited financial statements of the Company for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior year) and (b) of Section 2.12 and the Fee Letter shall have been or will be paid on or before more than 40 days prior to the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copy; (ii) an Offer, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On the Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true in all material respects (or if already qualified by materiality, in all respects). (g) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the U.S. Borrower, substantially in the form of Exhibit E, confirming that the conditions set forth in Section 4.02(d) and (f) have been met. (h) It is not unlawful since the date the relevant Lender became party to this Agreement in any applicable jurisdiction for such Lender to fund that Loan; provided that such Lender has notified the Administrative Agent promptly upon becoming aware of such unlawfulness; provided, further, that such unlawfulness alone will not excuse any other Lender from participating in the relevant Loan and will not in any way affect the obligations of any other Lender.

Conditions to the Closing Date. The obligation of each Lender to make a Loan fund the Term Loans on the Closing Date is subject to the satisfaction (or waiver of in accordance with Section 9.02) of the following conditionsconditions precedent prior to the Commitment Termination Date: (a) The the Effective Date shall have occurred. (b) The Administrative Agent the Acquisition and the refinancing of certain existing debt of the Acquired Business shall be consummated substantially on the Closing Date concurrently with the funding of the Term Loans in all material respects in accordance with the Acquisition Agreement, and no provision of the Acquisition Agreement (as in effect on August 19, 2025) shall have received been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Bridge Lead Arrangers’ prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase or decrease in the purchase price in the Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Bridge Lead Arrangers if such purchase price increase or decrease (A) does not exceed 12.5 % in aggregate or (B) in the case of a duly executed Borrowing Request complying purchase price increase, is in the form of common equity of the Borrower), (ii) any decrease in the cash purchase price in the Acquisition Agreement shall reduce dollar-for-dollar the commitments in respect of the Bridge Facility, (iii) any adjustment to the consideration for the Acquisition in accordance with the terms determination of Section 2.03the Closing Working Capital, Closing Debt, and Closing Transaction Expenses (each as defined in the Acquisition Agreement as of August 19, 2025) as set forth in the Acquisition Agreement shall not be deemed to be an increase or decrease in the purchase price, (iv) any changes to the definition of Acquisition Material Adverse Effect (as in effect on August 19, 2025) will be deemed to be materially adverse to the Lenders and shall require the consent of the Bridge Lead Arrangers and (v) any amendment or other modification to the provisions of the Acquisition Agreement that are expressly for the benefit of the Financing Sources (as defined therein) will be deemed to be materially adverse to the interest of the Lenders and shall require the consent of the Bridge Lead Arrangers. (c) Reasonable evidence since August 19, 2025, no Acquisition Material Adverse Effect shall have occurred that all fees then due remains ongoing. (d) the Arrangers shall have received (a) audited consolidated balance sheets and related statements of earnings, shareholders’ equity and cash flows of the Borrower as of and for each of the last three full fiscal years ended at least 90 days prior to the ArrangerClosing Date and (b) unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the LendersBorrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 45 days prior to the Closing Date (and the corresponding period(s) of the prior fiscal year), prepared in accordance with U.S. GAAP (it being understood that, with respect to such financial information for each such fiscal period, such condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the Securities and Exchange Commission (the “SEC”)). The Arrangers hereby acknowledge receipt of the financial statements in the foregoing clause (a) for the fiscal years ended January 31, 2025, February 2, 2024 and February 3, 2023 and in the foregoing clause (b) for the fiscal quarter ended May 2, 2025. (e) the Arrangers, the Administrative Agent and their Affiliates the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to paragraphs (a) and (b) of Section 2.12 and the Fee Letter shall have been Letters or will be paid on or before this Agreement (solely with respect to expenses) to the extent invoiced at least two business days prior to the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copy; (ii) an Offer, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On the Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, (i) there shall exist no Certain Funds Event of Default shall have occurred which is continuing solely with respect to (x) Section 8.01(a)(ii) (with respect to non-payment of invoiced fees) or (y) Section 8.01(f) or (g) (in respect of the Borrower); and (ii) each of the Certain Funds Acquisition Agreement Representations shall be true and correct in all material respects, and each of the Specified Representations shall be true and correct in all material respects, in each case on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects (on and as of such earlier date or if already qualified by materiality, in all respectsperiod). (g) The the Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a certificateResponsible Officer, each dated the Closing Date and (or, in the case of the Term Loan Notice, prior to the Closing Date): (i) a certificate signed by a Responsible Officer of the U.S. Borrower, substantially in the form of Exhibit E, confirming Borrower certifying that the conditions set forth specified in Section 4.02(dSections 4.02(b), (c) and (f) have been met.satisfied; (hii) It is not unlawful since the date the relevant Lender became party to this Agreement in any applicable jurisdiction for such Lender to fund that Loana Solvency Certificate; provided that such Lender has notified the Administrative Agent promptly upon becoming aware of such unlawfulness; provided, further, that such unlawfulness alone will not excuse any other Lender from participating in the relevant and (iii) a Term Loan and will not in any way affect the obligations of any other LenderNotice.

Conditions to the Closing Date. The obligation of each Lender to make a Loan fund the Term Loans requested to be made by it on the Closing Date is subject to the prior or concurrent satisfaction (or waiver of in accordance with Section 9.02) each of the following conditions: (a) The Effective Date Existing 2018 Notes shall be concurrently validly “satisfied and discharged” in full pursuant to Section 8.02 of the Existing 2018 Notes Indenture and the Loan Parties shall have occurredconcurrently delivered to the Administrative Agent reasonably satisfactory written evidence thereof and all documents or instruments (including “pay-off” letters, notices of prepayment and any opinions, certificates or other requirements in connection therewith) necessary to terminate or unconditionally release all liens or security interests related to the Existing 2018 Notes in form and substance reasonably satisfactory to the Administrative Agent. Immediately after giving effect to the Transactions, none of the Borrower or its Restricted Subsidiaries shall have outstanding any Indebtedness for borrowed money or preferred stock other than (i) the Term Loans and Commitments hereunder, (ii) the Indebtedness permitted by Section 6.01 and (iii) Indebtedness owed to the Borrower or any Guarantor. (b) The Lenders shall be satisfied that all requisite Governmental Authorities and third parties shall have approved or consented to the Transactions to the extent necessary, and there shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby. The Lenders shall be satisfied that the Borrower, its Subsidiaries and the Transactions shall be in compliance in all material respects with all Requirements of Law, including Regulations T, Regulation U and Regulation X of the Board, and shall have received satisfactory evidence of such compliance reasonably requested by them. (c) The Administrative Agent shall have received a duly executed Borrowing Request complying with the terms of Section 2.03. (c) Reasonable evidence that all fees then due to the Arranger, the Lenders, the Administrative Agent and their Affiliates required to be paid on or prior to the Closing Date pursuant to paragraphs (a) and (b) of Section 2.12 and the Fee Letter shall have been or will be paid on or before the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence copy of the Closing Date shall becertificate or articles of incorporation or equivalent organizational document, consummated in including all material respects in accordance with amendments thereto, of each Loan Party, certified as of a recent date by the terms and conditions Secretary of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment State of the cash component state of the cash consideration payable its organization, and a certificate as to the holders good standing of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach each Loan Party as of this Agreementa recent date, from such Secretary of State; or and (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by President, Chief Executive Officer, Chief Financial Officer, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, any Vice President or any other executive officer (including any officer acting in an interim capacity) of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a Responsible Officer certifying: (1) true and complete copy of the by-laws or equivalent governing document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date on which of the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and resolutions described in clause (B) a copy of the Scheme Circularbelow, certified as (B) that attached thereto is a true and correct complete copy of resolutions duly adopted by a Responsible Officer the board of directors, members or managers of such Loan Party authorizing the execution, delivery and performance of the U.S. Loan Documents to which such Person is a party and, in the case of the Borrower; and , the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) a copy that the certificate or articles of incorporation or equivalent organizational document of such Loan Party have not been amended since the date of the Scheme Press Releaselast amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (with such certificate in this clause (c)(ii) containing the certification of another officer of such Loan Party as to the incumbency and specimen signature of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copy; (ii) an Offer, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On the Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true in all material respects (or if already qualified by materiality, in all respectsofficer executing such certificate). (gd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the U.S. Borrower, confirming compliance with the provisions of Sections 4.02(b), (c) and (d). (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date (or be reasonably satisfied that all Fees and other amounts due and payable will be paid on the Closing Date from the proceeds of the Term Loans), including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses to the extent required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Collateral Agent on behalf of the Secured Parties shall have a security interest on the Closing Date in the Collateral of the type and priority described in the Security Documents and Intercreditor Agreements (but subject to such Liens permitted under Section 6.02), and the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto (and in the case of the Intercompany Notes, accompanied by instruments of transfer undated and endorsed in blank) and shall be in full force and effect on the Closing Date, and the Loan Parties shall deliver: (i) except as provided in Section 5.15, to the extent required by the Guarantee and Collateral Agreement, all certificates, agreements or instruments representing or evidencing Collateral in the form of Equity Interests, accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) except as provided in Section 5.15, all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in, among other things, all chattel paper, all Instruments, all Deposit Accounts, all Securities Accounts and all investment property of each Loan Party (as each such term is defined in the Guarantee and Collateral Agreement and to the extent required by the Guarantee and Collateral Agreement); (iii) the UCC financing statements in appropriate form for filing under the UCC, filings to be filed with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of UCC searches, intellectual property searches, and such other searches that the Collateral Agent deems necessary or appropriate, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens permitted under Section 6.02 or any other Liens acceptable to the Collateral Agent); and (v) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents. (g) The Lenders shall have received the financial statements and forecasts referred to in Section 3.05. (h) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit EG, confirming dated the Closing Date and signed by the chief financial officer of the Borrower. (i) except as provided in Section 5.15, (i) each of the Mortgages relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) title searches shall indicate that the conditions set forth Mortgaged Properties are not subject to any Lien other than those permitted under Section 6.02 hereto or the Collateral Agent has received evidence reasonably satisfactory to it that any such existing Lien will be released on the Closing Date, (iii) each of such Security Documents shall have been filed and recorded in the appropriate recording office in the jurisdiction in which the Mortgaged Property is located or shall have been delivered to the Administrative Agent or a nationally recognized title insurance company in a proper form for filing, recordation or registration in form and substance acceptable to the Collateral Agent as a first priority lien on such Mortgaged Property (subject only to any Lien permitted by Section 4.02(d6.02) and, upon filing or recordation, as applicable, in connection therewith where filed or recorded, as applicable, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing or recordation, (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in amounts reasonably acceptable to the Collateral Agent, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first priority liens on the Mortgaged Properties, free of Liens (other than those permitted under Section 6.02), together with such surveys, affidavits, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders and (v) with respect to each improved Mortgaged Property, a “Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any improvements located on any Mortgaged Property is designated a “special flood hazard area” by the Federal Emergency Management Agency (or any successor agency), evidence of flood insurance satisfying the requirements of Section 5.02(c) hereof. (j) On or prior to the Closing Date, the Borrower shall have delivered (by electronic transmission or otherwise) to the Administrative Agent fully executed copies of (i) this Agreement, (ii) an amendment to the ABL Facility (in form and substance reasonably satisfactory to the Administrative Agent) and (fiii) the ABL Intercreditor Agreement, and each such document shall have been metbecome effective pursuant to its terms. (hk) It is not unlawful since the date the relevant Lender became party The Borrower shall: (i) deliver to this Agreement in any applicable jurisdiction for such Lender to fund that Loan; provided that such Lender has notified the Administrative Agent promptly upon becoming aware a Perfection Certificate with respect to the Loan Parties duly executed by a Responsible Officer of the Borrower; (ii) provide a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured; (iii) provide to the Administrative Agent, on behalf of itself and the Lenders, a reasonably satisfactory written opinion of (i) Winston & ▇▇▇▇▇▇ LLP, counsel for the Borrower (A) addressed to the Administrative Agent and the Lenders and (B) covering certain matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby requests such unlawfulnesscounsel to deliver such opinion and (ii) each local counsel listed on Schedule 4.01(k)(iii); (iv) provide to the Administrative Agent each of the Loan Documents listed on Schedule 4.01(k)(iv), in each case executed by a duly authorized officer of each party thereto, in form and substance satisfactory to the Administrative Agent and in full force and effect on the Closing Date; providedand (v) deliver a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date. (l) The Lenders shall have received, furtherto the extent requested, that all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act at least five Business Days prior to the Closing Date. Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, by signing this Agreement, each Lender has consented to, approved or accepted or indicated its satisfaction with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such unlawfulness alone will not excuse any other Lender from participating in prior to the relevant Loan and will not in any way affect the obligations of any other Lenderproposed Closing Date specifying its objection thereto.

Conditions to the Closing Date. The obligation obligations of each Lender the Lenders to make a Loan Loans on the Closing Date is are subject to each of the satisfaction following conditions being satisfied (or waiver of waived in accordance with Section ‎Section 9.01(e)(i)‎Section 9.02) of on or prior to the following conditionsClosing Date: (a) The the Effective Date shall have occurredoccurred or shall occur simultaneously with the Closing Date. (b) The the Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, U.S. counsel to the Borrower (in the same form as that delivered to the administrative agent under the Senior Credit Agreement in connection with the effectiveness of the credit facilities thereunder as appropriately modified to reflect this Agreement and the parties hereto); (c) substantially concurrently with the funding of the Loans on the Closing Date, the Canopy Investment shall have been consummated in accordance with the Investment Agreements, and the Investment Agreements shall not have been amended or modified by the Company, and no condition shall have been waived or consent granted by the Company, in any respect that is materially adverse to the Lenders or the Arrangers without the Arrangers’ prior written consent (it being understood and agreed that (i) any amendment, modification, waiver or consent that results in a change to the definition of the term “Material Adverse Effect” (as defined in the Subscription Agreement) shall be deemed to be materially adverse to the Lenders and the Arrangers, and (ii) (a) any decrease in the Investment Consideration (as defined in the Subscription Agreement) that is accompanied by a dollar-for-dollar reduction in Commitments and (b) any increase in the Investment Consideration, together with any other increases since the date of the Commitment Letter which does not exceed 5% of the Investment Consideration, in each case shall be deemed not to be materially adverse to the Lenders); (d) since March 31, 2018, no Material Adverse Effect (as defined in the Subscription Agreement as in effect on the date of the Commitment Letter) shall have occurred; (e) the Administrative Agent shall have received a duly executed Borrowing Request complying with certificate substantially in the terms form of Section 2.03. (c) Reasonable evidence that all fees then due to the Arranger, the Lenders, the Administrative Agent and their Affiliates required to be paid on or prior to the Closing Date pursuant to paragraphs (a) and (b) of Section 2.12 and the Fee Letter shall have been or will be paid on or before the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower Exhibit G signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and Company with specific knowledge about the subject matter thereof, (Ci) a copy certifying that the conditions specified in Sections ‎4.02(c), ‎(d) and ‎(g) have been satisfied, (ii) setting forth the current Debt Ratings on the Closing Date and (iii) with respect to the certain matters related to the business of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copyCanopy set forth therein; (iif) an Offer, the Administrative Agent shall have received: (A) received a certificate attesting to the Solvency of the U.S. Borrower signed by a Responsible Officer certifying: Company and its Subsidiaries (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified taken as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (Cwhole) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On on the Closing Date, immediately before and Date after giving effect to the making Transactions in the form of and application of proceeds Exhibit D, dated as of the applicable Borrowing, no Certain Funds Event Closing Date and executed by a Financial Officer of Default shall have occurred which is continuing the Company; (g) the Specified Representations and the Certain Funds Investment Agreements Representations shall be true and correct in all material respects (or if already qualified by materialitymateriality or Material Adverse Effect, in all respects).) on the Closing Date (unless such Specified Representations relate to an earlier date, in which case, such Specified Representations shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (gh) The the Administrative Agent and the Arrangers shall have received: (i) with respect to the Company and its Subsidiaries, (i) audited consolidated balance sheets and related statements of comprehensive income (loss), stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 60 days prior to the Closing Date (the “Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related unaudited statements of comprehensive income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 40 days prior to the Closing Date (the “Company Interim Financial Statements”); provided that filing of the required financial statements on Form 10-K and Form 10-Q by the Company will satisfy the foregoing requirements; (ii) with respect to the Target and its Subsidiaries, (i) audited consolidated balance sheets and related statements of comprehensive income(loss), stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 91 days prior to the Closing Date (the “Target Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related unaudited statements of comprehensive income (loss) and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 46 days prior to the Closing Date (the “Target Interim Financial Statements”); provided that filing of the required financial statements on Form 40-F and Form 6-K by the Target will satisfy the foregoing requirements; (i) the Administrative Agent shall have received a certificateBorrowing Request in accordance with ‎Section 2.03; and (j) the Company shall have paid, dated by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed in the Commitment Letter and Fee Letter, in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Closing Date and signed by a Responsible Officer of the U.S. Borrower, substantially in the form of Exhibit E, confirming that the conditions set forth in Section 4.02(d) and (f) have been metDate. (h) It is not unlawful since the date the relevant Lender became party to this Agreement in any applicable jurisdiction for such Lender to fund that Loan; provided that such Lender has notified the Administrative Agent promptly upon becoming aware of such unlawfulness; provided, further, that such unlawfulness alone will not excuse any other Lender from participating in the relevant Loan and will not in any way affect the obligations of any other Lender.

Conditions to the Closing Date. The obligation of each Lender to make a Loan on the Closing Date is subject to the satisfaction (or waiver of in accordance with Section 9.0210.2) of the following conditionsconditions precedent: (a) The Effective Date shall have occurred. (b) The Administrative Agent shall have received a duly executed Borrowing Request Loan Notice complying with the terms of Section 2.032.5. (c) Reasonable evidence that all fees then due to the ArrangerArrangers, the Lenders, the Administrative Agent and their Affiliates required to be paid on or prior to the Closing Date pursuant to paragraphs (a), (b) and (bc) of Section 2.12 2.11 and the Fee Letter shall have been or will be paid on or before the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the The Scheme Effective Date shall have occurred and (in the Target Acquisition shall have been, or substantially concurrently with the occurrence case of the Closing Date Acquisition occurring by way of a Scheme) or the Offer shall be, consummated have become or been declared unconditional in all material respects (in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence case of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions Acquisition occurring by way of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreementan Offer). (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copy; (ii) an Offer, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On the Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true in all material respects (or if already qualified by materiality, in all respects). (g) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the U.S. Borrower, substantially in the form of Exhibit EC, confirming that that: (i) in the conditions set forth case of a Scheme, the Scheme Effective Date has occurred; or (ii) in Section 4.02(d) and the case of an Offer, the Offer has become or been declared unconditional in all respects. (f) At the time of and immediately after giving effect to such Loan, no Major Default shall have been metoccurred and be continuing or would result therefrom or from the proposed borrowing of Loans. (hg) It is not unlawful since the date the relevant Lender became party to this Agreement in any applicable jurisdiction for such Lender to fund that Loan; provided that such Lender ▇▇▇▇▇▇ has notified the Administrative Agent promptly upon becoming aware of such unlawfulness; provided, further, provided further that such unlawfulness alone will not excuse any other Lender from participating in the relevant Loan and will not in any way affect the obligations of any other Lender.

Conditions to the Closing Date. The obligation of each Lender (i) to make a Loan the Loans on the Closing Date is subject to the satisfaction (or waiver by the Initial Arrangers) of the following conditions precedent, and only the following conditions precedent, on the Closing Date, or (ii) to pre-fund the Loans on the Pre-Closing Funding Date pursuant to Section 2.2(c)(ii) is subject to the satisfaction (or waiver by the Initial Arrangers) of the following conditions precedent, and only the following conditions precedent (in each case in this clause (ii), other than the Black Knight Acquisition Related Conditions), on the Pre-Closing Funding Date: (a) The Borrowing of such Loans shall occur on the Black Knight Acquisition Date, which shall be on or before the earlier to occur of (i) the termination or expiration of the Black Knight Acquisition Agreement in accordance with its terms, and (ii) the “Outside Date” (as defined in the Black Knight Acquisition Agreement as in effect on May 4, 2022) as such date may be extended in accordance with the Black Knight Acquisition Agreement as in effect on May 4, 2022; (b) Since the date of the Black Knight Acquisition Agreement, there shall not have been any event, circumstance, occurrence, effect, fact, development or change that has had, or would reasonably be expected to have, individually or in the aggregate, a “Material Adverse Effect” (as defined in the Black Knight Acquisition Agreement); (c) The Initial Arrangers shall have received a certificate of the chief financial officer of the Borrower as to the solvency of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Black Knight Transactions, in the form of Exhibit F; (d) The Black Knight Acquisition shall have been consummated substantially concurrently with the Borrowing of such Loans, and substantially in accordance with the terms and conditions of the Black Knight Acquisition Agreement without giving effect to any waiver, modification or consent thereunder that is materially adverse to the Lenders or the Initial Arrangers (as reasonably determined by the Initial Arrangers) unless approved by the Initial Arrangers (which approval shall not be unreasonably withheld, conditioned or delayed), it being understood and agreed that, without limiting the generality of the foregoing, (1) any decrease in the Black Knight Acquisition consideration shall not be materially adverse to the Lenders or the Initial Arrangers so long as such decrease is allocated to reduce the Black Knight Borrower Stock Contribution and the Black Knight Bridge Facility on a pro rata, dollar-for-dollar basis, (2) any increase in the purchase price shall not be materially adverse to the Lenders or the Initial Arrangers so long as such increase is funded solely by an increase in the amount of the Black Knight Borrower Stock Contribution and (3) any change to the definition of “Material Adverse Effect” or the “Xerox” provisions shall be deemed to be a modification which is materially adverse to the Lenders and the Initial Arrangers; (e) The representations and warranties made by or with respect to Black Knight and its Subsidiaries in the Black Knight Acquisition Agreement as are material to the interests of the Lenders (the “Black Knight Acquisition Agreement Representations”) shall be true and correct, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its or its Subsidiaries’ obligations under the Black Knight Acquisition Agreement, or to decline to consummate the Black Knight Acquisition pursuant to the Black Knight Acquisition Agreement, as result of a breach of any such representations and warranties or any such representations and warranties not being accurate (in each case, determined without regard to any notice requirement). The representations and warranties of the Borrower set forth in Sections 4.1(i), 4.1(ii) (but only with respect to the Borrower’s power and authority to execute, deliver and perform the Credit Documents to which it is a party), 4.2, 4.3 (but only with respect to clause (i) therein), 4.7, 4.11, 4.12 (but only with respect to the Borrower’s use of proceeds) and 4.13 shall be true and correct in all material respects (except that any representation and warranty qualified as to materiality or Material Adverse Effect shall be true and correct in all respects); (f) No Event of Default under Section 8.1(a), 8.1(f) or 8.1(g), nor any “event of default” or similar condition under the Black Knight Bridge Facility, the Revolving Credit Agreement (unless terminated on or prior to the Closing Date), or any other Indebtedness in excess of the Threshold Amount in the aggregate (but, in each case, only insofar as such “event of default” or similar condition relates to bankruptcy or insolvency, or the nonpayment of principal, interest or fees), shall have occurred and be continuing on such date, both immediately before and immediately after giving effect to the Loans to be made on such date; (g) The Initial Arrangers shall have received (i) copies of audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Borrower and its subsidiaries for the three fiscal years most recently ended at least 90 days prior to the Closing Date (or such lesser time applicable to the Borrower as the annual report deadline under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) and interim unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for each subsequent quarterly period after the date of the last audited financial statements pursuant to this clause (i) (other than the fourth fiscal quarter of any fiscal year) ended at least 45 days prior to the Closing Date (or such lesser time applicable to the Borrower as the quarterly report deadline under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) (it being understood and acknowledged by the Initial Arrangers that the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Borrower and its subsidiaries filed with the SEC, as of the date hereof, for the three years ended December 31 2019, 2020 and 2021 and for the three months ended March 31, 2022 satisfy the obligation to provide such financial information for the periods covered by such filings), and (ii) copies of all financial statements of Black Knight delivered to the Borrower pursuant to the Black Knight Acquisition Agreement; (h) On the Black Knight Acquisition Date, after giving effect to the Black Knight Transactions, the obligations of Black Knight and its subsidiaries under that certain Second Amended and Restated Lien Credit and Guaranty Agreement, dated as of March 10, 2021 (as amended, restated, supplemented or otherwise modified from time to time), among Black Knight Infoserv, LLC, a Delaware limited liability company (the “Black Knight Borrower”), Black Knight Financial Services, LLC, a Delaware limited liability company, each subsidiary of the Black Knight Borrower from time to time party thereto as guarantors, the lenders from time party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, a swing line lender and an L/C issuer, Bank of America, N.A., as a swing line lender and an L/C issuer, and U.S. Bank National Association, as a swing line lender an L/C issuer, shall have been repaid in full and all guarantees and security interests shall have been terminated and released; (i) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 9.022.2(b) of and, if any SOFR Loans are to be borrowed on the following conditions:Closing Date (or pre-funded on the Pre-Closing Funding Date) and such date is prior to the third Business Day after the Effective Date, the Administrative Agent shall have received, three Business Days prior to such date, a customary pre-funding SOFR indemnity letter from the Borrower; (aj) The aggregate principal of such Loans shall not exceed the aggregate Commitments at such time (determined without giving effect to such Loans); (k) All fees and (to the extent invoiced at least two Business Days prior to the Closing Date) expenses due to the Initial Arrangers, the Administrative Agent and the Lenders required to be paid on the Closing Date (including the fees and expenses of counsel for the Initial Arrangers and the Administrative Agent) will have been paid; (l) At least three Business Days prior to the Closing Date (or, if a Pre-Closing Funding Election has been made, the Pre-Closing Funding Date), the Borrower will have provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, but only to the extent that the Lenders shall have requested such documentation and other information at least 10 Business Days prior to the Closing Date (or, if a Pre-Closing Funding Election has been made, the Pre-Closing Funding Date); and (m) The Effective Date shall have occurred. (b) The Administrative Agent shall have received a duly executed Borrowing Request complying with the terms of Section 2.03. (c) Reasonable evidence that all fees then due to the Arranger, the Lenders, the Administrative Agent and their Affiliates required to be paid on or prior to the Closing Date pursuant to paragraphs (a) and (b) of Section 2.12 and the Fee Letter shall have been or will be paid on or before the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copy; (ii) an Offer, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On the Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true in all material respects (or if already qualified by materiality, in all respects). (g) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the U.S. Borrower, substantially in the form of Exhibit E, confirming that the conditions set forth in Section 4.02(d) and (f) have been met. (h) It is not unlawful since the date the relevant Lender became party to this Agreement in any applicable jurisdiction for such Lender to fund that Loan; provided that such Lender has notified the Administrative Agent promptly upon becoming aware of such unlawfulness; provided, further, that such unlawfulness alone will not excuse any other Lender from participating in the relevant Loan and will not in any way affect the obligations of any other Lender.

Conditions to the Closing Date. The obligation obligations of each Lender the Lenders to make a Loan Loans on the Closing Date is are subject to each of the satisfaction following conditions being satisfied (or waiver of waived in accordance with Section 9.02) of on or prior to the following conditionsClosing Date: (a) The the Effective Date shall have occurredoccurred or shall occur simultaneously with the Closing Date. (b) The the Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, U.S. counsel to the Borrower (in the same form as that delivered to the administrative agent under the Senior Credit Agreement in connection with the effectiveness of the credit facilities thereunder as appropriately modified to reflect this Agreement and the parties hereto); (c) substantially concurrently with the funding of the Loans on the Closing Date, the Canopy Investment shall have been consummated in accordance with the Investment Agreements, and the Investment Agreements shall not have been amended or modified by the Company, and no condition shall have been waived or consent granted by the Company, in any respect that is materially adverse to the Lenders or the Arrangers without the Arrangers’ prior written consent (it being understood and agreed that (i) any amendment, modification, waiver or consent that results in a change to the definition of the term “Material Adverse Effect” (as defined in the Subscription Agreement) shall be deemed to be materially adverse to the Lenders and the Arrangers, and (ii) (a) any decrease in the Investment Consideration (as defined in the Subscription Agreement) that is accompanied by a dollar-for-dollar reduction in Commitments and (b) any increase in the Investment Consideration, together with any other increases since the date of the Commitment Letter which does not exceed 5% of the Investment Consideration, in each case shall be deemed not to be materially adverse to the Lenders); (d) since March 31, 2018, no Material Adverse Effect (as defined in the Subscription Agreement as in effect on the date of the Commitment Letter) shall have occurred; (e) the Administrative Agent shall have received a duly executed Borrowing Request complying with certificate substantially in the terms form of Section 2.03. (c) Reasonable evidence that all fees then due to the Arranger, the Lenders, the Administrative Agent and their Affiliates required to be paid on or prior to the Closing Date pursuant to paragraphs (a) and (b) of Section 2.12 and the Fee Letter shall have been or will be paid on or before the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower Exhibit G signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and Company with specific knowledge about the subject matter thereof, (Ci) a copy certifying that the conditions specified in Sections 4.02(c), (d) and (g) have been satisfied, (ii) setting forth the current Debt Ratings on the Closing Date and (iii) with respect to the certain matters related to the business of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copyCanopy set forth therein; (iif) an Offer, the Administrative Agent shall have received: (A) received a certificate attesting to the Solvency of the U.S. Borrower signed by a Responsible Officer certifying: Company and its Subsidiaries (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified taken as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (Cwhole) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On on the Closing Date, immediately before and Date after giving effect to the making Transactions in the form of and application of proceeds Exhibit D, dated as of the applicable Borrowing, no Certain Funds Event Closing Date and executed by a Financial Officer of Default shall have occurred which is continuing the Company; (g) the Specified Representations and the Certain Funds Investment Agreements Representations shall be true and correct in all material respects (or if already qualified by materialitymateriality or Material Adverse Effect, in all respects).) on the Closing Date (unless such Specified Representations relate to an earlier date, in which case, such Specified Representations shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (gh) The the Administrative Agent and the Arrangers shall have received: (i) with respect to the Company and its Subsidiaries, (i) audited consolidated balance sheets and related statements of comprehensive income (loss), stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 60 days prior to the Closing Date (the “Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related unaudited statements of comprehensive income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 40 days prior to the Closing Date (the “Company Interim Financial Statements”); provided that filing of the required financial statements on Form 10-K and Form 10-Q by the Company will satisfy the foregoing requirements; (ii) with respect to the Target and its Subsidiaries, (i) audited consolidated balance sheets and related statements of comprehensive income(loss), stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 91 days prior to the Closing Date (the “Target Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related unaudited statements of comprehensive income (loss) and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 46 days prior to the Closing Date (the “Target Interim Financial Statements”); provided that filing of the required financial statements on Form 40-F and Form 6-K by the Target will satisfy the foregoing requirements; (i) the Administrative Agent shall have received a certificateBorrowing Request in accordance with Section 2.03; and (j) the Company shall have paid, dated by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed in the Commitment Letter and Fee Letter, in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Closing Date and signed by a Responsible Officer of the U.S. Borrower, substantially in the form of Exhibit E, confirming that the conditions set forth in Section 4.02(d) and (f) have been metDate. (h) It is not unlawful since the date the relevant Lender became party to this Agreement in any applicable jurisdiction for such Lender to fund that Loan; provided that such Lender has notified the Administrative Agent promptly upon becoming aware of such unlawfulness; provided, further, that such unlawfulness alone will not excuse any other Lender from participating in the relevant Loan and will not in any way affect the obligations of any other Lender.

Conditions to the Closing Date. The obligation obligations of each Lender the Lenders to make a Loan Loans on the Closing Date is are subject to each of the satisfaction following conditions being satisfied (or waiver of waived in accordance with Section 9.02) of on or prior to the following conditionsClosing Date: (a) The the Effective Date shall have occurred.occurred or shall occur simultaneously with the Closing Date; (b) The the Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, U.S. counsel to the Borrower (in the same form as that delivered to the administrative agent under the Senior Credit Agreement in connection with the effectiveness of the credit facilities thereunder as appropriately modified to reflect this Agreement and the parties hereto); (c) substantially concurrently with the funding of the Loans on the Closing Date, the Canopy Investment shall have been consummated in accordance with the Investment Agreements, and the Investment Agreements shall not have been amended or modified by the Company, and no condition shall have been waived or consent granted by the Company, in any respect that is materially adverse to the Lenders or the Arranger without the Arranger’s prior written consent (it being understood and agreed that (i) any amendment, modification, waiver or consent that results in a change to the definition of the term “Material Adverse Effect” (as defined in the Subscription Agreement) shall be deemed to be materially adverse to the Lenders and the Arranger, and (ii) (a) any decrease in the Investment Consideration (as defined in the Subscription Agreement) that is accompanied by a dollar-for-dollar reduction in Commitments and (b) any increase in the Investment Consideration, together with any other increases since the date of the Commitment Letter which does not exceed 5% of the Investment Consideration, in each case shall be deemed not to be materially adverse to the Lenders); (d) since March 31, 2018, no Material Adverse Effect (as defined in the Subscription Agreement as in effect on the date of the Commitment Letter) shall have occurred; (e) the Administrative Agent shall have received a duly executed Borrowing Request complying with certificate substantially in the terms form of Section 2.03. (c) Reasonable evidence that all fees then due to the Arranger, the Lenders, the Administrative Agent and their Affiliates required to be paid on or prior to the Closing Date pursuant to paragraphs (a) and (b) of Section 2.12 and the Fee Letter shall have been or will be paid on or before the Closing Date, which amounts, at the U.S. Borrower’s request, may be offset against the proceeds of the Loans. (d) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower Exhibit G signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and Company with specific knowledge about the subject matter thereof, (Ci) a copy certifying that the conditions specified in Sections 4.02(c), (d) and (g) have been satisfied, (ii) setting forth the current Debt Ratings on the Closing Date and (iii) with respect to the certain matters related to the business of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copyTarget set forth therein; (iif) an Offer, the Administrative Agent shall have received: (A) received a certificate attesting to the Solvency of the U.S. Borrower signed by a Responsible Officer certifying: Company and its Subsidiaries (1) the date on which the Offer Documents were posted to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified taken as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (Cwhole) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On on the Closing Date, immediately before and Date after giving effect to the making Transactions in the form of and application of proceeds Exhibit D, dated as of the applicable Borrowing, no Certain Funds Event Closing Date and executed by a Financial Officer of Default shall have occurred which is continuing the Company; (g) the Specified Representations and the Certain Funds Investment Agreements Representations shall be true and correct in all material respects (or if already qualified by materialitymateriality or Material Adverse Effect, in all respects).) on the Closing Date (unless such Specified Representations relate to an earlier date, in which case, such Specified Representations shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (gh) The the Administrative Agent and the Arranger shall have received: (i) with respect to the Company and its Subsidiaries, (i) audited consolidated balance sheets and related statements of comprehensive income (loss), stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 60 days prior to the Closing Date (the “Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related unaudited statements of comprehensive income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 40 days prior to the Closing Date (the “Company Interim Financial Statements”); provided that filing of the required financial statements on Form 10-K and Form 10-Q by the Company will satisfy the foregoing requirements; (ii) with respect to the Target and its Subsidiaries, (i) audited consolidated balance sheets and related statements of comprehensive income(loss), stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 91 days prior to the Closing Date (the “Target Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related unaudited statements of comprehensive income (loss) and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 46 days prior to the Closing Date (the “Target Interim Financial Statements”); provided that filing of the required financial statements on Form 40-F and Form 6-K by the Target will satisfy the foregoing requirements; (h) the Administrative Agent shall have received a certificateBorrowing Request in accordance with Section 2.03; and (i) the Company shall have paid, dated by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed in the Commitment Letter and Fee Letter, in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Closing Date and signed by a Responsible Officer of the U.S. Borrower, substantially in the form of Exhibit E, confirming that the conditions set forth in Section 4.02(d) and (f) have been metDate. (h) It is not unlawful since the date the relevant Lender became party to this Agreement in any applicable jurisdiction for such Lender to fund that Loan; provided that such Lender has notified the Administrative Agent promptly upon becoming aware of such unlawfulness; provided, further, that such unlawfulness alone will not excuse any other Lender from participating in the relevant Loan and will not in any way affect the obligations of any other Lender.

Conditions to the Closing Date. The obligation of each Lender to make a Loan on the Closing Date is subject solely to the satisfaction (or waiver of in accordance with Section 9.02) 11.01 of the following conditionsconditions precedent: (a) The Effective Date shall have occurred. (b) The Acquisition shall have been consummated (or shall be consummated substantially concurrently with the closing hereunder) in accordance with the Acquisition Agreement and the Acquisition Agreement shall not have been amended or modified, and no condition shall have been waived or consent granted by the Company, in each case, in any respect that is materially adverse to the Lenders or the Arrangers without the Arrangers’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood and agreed that (i) any decrease in the aggregate cash and stock consideration set forth in the Acquisition Agreement (such aggregate consideration, the “Acquisition Consideration”) in excess of 10% shall be deemed materially adverse to the Lenders and the Arrangers, (ii) any decrease in the total Acquisition Consideration equal to or less than 10% shall be deemed not materially adverse to the Lenders and the Arrangers to the extent that the cash portion of such decrease is applied to reduce the Commitments on a dollar-for-dollar basis and (iii) any increase in Acquisition Consideration that is not funded with equity (or proceeds of equity) or cash on hand shall be deemed to be materially adverse to the Lenders and the Arrangers); provided that the Arrangers will be deemed to have consented to any such amendment, modification, waiver or consent unless they object thereto in writing (including via email) within ten (10) Business Days of receipt of written notice of such amendment, modification, waiver or consent. (c) [Reserved]. (d) The Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) as of the Closing Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) as of such earlier date). (e) No Event of Default shall have occurred or be continuing under Section 8.01(a) or 8.01(f) (solely in respect of the Company). (f) Except as set forth in the Disclosure Schedules to the Acquisition Agreement as in effect on July 25, 2021, since the date of the Acquisition Agreement, there shall not have been an Acquired Business Material Adverse Effect. (g) The Administrative Agent shall have received a duly executed Borrowing Request complying solvency certificate from the chief financial officer or principal accounting officer of the Company in the form attached hereto as Exhibit E. (h) The Administrative Agent shall have received a Committed Loan Notice in accordance with the terms of Section 2.03requirements hereof. (ci) Reasonable evidence that The Administrative Agent, the Lenders and the Arrangers shall have received all fees then and expenses due to the Arranger, the Lenders, the Administrative Agent and their Affiliates required to be paid payable on or prior to the Closing Date which are required to be paid pursuant to paragraphs (a) and (b) of Section 2.12 and or in connection with this Agreement, to the Fee Letter shall have been or will be paid on or before extent invoiced at least three Business Days prior to the Closing Date, which amounts, at including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the U.S. Borrower’s request, may be offset against the proceeds of the LoansCompany hereunder. (dj) If the Target Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Scheme Documents (it being understood that substantially concurrently shall permit the payment of the cash component of the cash consideration payable to the holders of the Target Shares being made within 14 days after the Scheme Effective Date) without giving effect to any amendment to the Scheme Documents or waiver thereof in breach of this Agreement; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of both the Acquisition Agreement and the Offer Documents (it being understood that substantially concurrently shall permit the payment of cash consideration for the tendered Target Shares being made within 14 days of the Offer Unconditional Date) without giving effect to any amendment to the Offer Documents or waiver thereof in breach of this Agreement, in each case without any term or condition of the Scheme or Offer (as applicable) having been waived or amended in any respect in breach of the terms of this Agreement. (e) If the Target Acquisition is pursuant to: (i) a Scheme, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Target; (2) the date on which the Scheme Press Release was issued; and At least three (3) the date on which the Court has sanctioned the Scheme; and (B) a copy of the Scheme Circular, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Scheme Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (D) a certificate of the U.S. Borrower signed by a Responsible Officer thereof attaching a copy of the Court Order, a copy of the General Meeting Resolutions and the Scheme Resolutions, in each case, certified as a true and correct copy; (ii) an Offer, the Administrative Agent shall have received: (A) a certificate of the U.S. Borrower signed by a Responsible Officer certifying: (1) the date on which the Offer Documents were posted Business Days prior to the Target Shareholders; and (2) the date on which the Offer Press Release was issued; (B) a copy of the Offer Documents, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower; and (C) a copy of the Offer Press Release, certified as a true and correct copy by a Responsible Officer of the U.S. Borrower. (f) On the Closing Date, immediately before and after giving effect the Company shall have provided to the making of Administrative Agent the documentation and application of proceeds of other customary information reasonably requested by the Administrative Agent or any Lender not less than ten (10) Business Days prior to the Closing Date in order to comply with applicable Borrowinglaw, no Certain Funds Event of Default including the Patriot Act. If the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender, to the extent requested by such Lender not less than ten (10) Business Days prior to the Closing Date, shall have occurred which is continuing and received a Beneficial Ownership Certification in relation to the Certain Funds Representations shall be true in all material respects (or if already qualified by materiality, in all respects)Company. (gk) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President or a Responsible Officer Vice President of the U.S. BorrowerCompany, substantially in or a Financial Officer, certifying as to the form satisfaction of Exhibit E, confirming that the conditions set forth precedent in Section 4.02(b), 4.02(d), 4.02(e) and (f) have been met. (h) It is not unlawful since 4.02(f). Without limiting the date generality of the relevant provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender became party to that has signed this Agreement in any applicable jurisdiction for such 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 to fund that Loan; provided that such Lender has notified unless the Administrative Agent promptly upon becoming aware of shall have received notice from such unlawfulness; provided, further, that such unlawfulness alone will not excuse any other Lender from participating in prior to the relevant Loan and will not in any way affect the obligations of any other Lenderproposed Closing Date specifying its objection thereto.