Common use of Conditions to the Effectiveness of this Amendment Clause in Contracts

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit B; (c) to the extent changed since May 1, 2024, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate for the period ending March 31, 2024; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2024; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (l) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit B; (c) to the extent changed since May 1December 17, 20242021, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20242023; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20242023; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (lk) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit BA; (c) to the extent changed since May 1June 28, 20242018, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20242019; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20242019; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (lk) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Amendment Closing Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit BA; (c) to the extent changed since May 131, 20242017, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20242018; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20242018; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (lk) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Amendment Closing Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit B; (c) to the extent changed since May 1December 22, 20242020, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31September 30, 20242021; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31September 30, 20242021; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (lk) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit BA; (c) to the extent changed since May 1June 12, 2024, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate for the period ending March 31, 20242025; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20242025; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit BA)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (l) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, Borrower shall have delivered a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit BA; (c) to the extent changed since May 1June 29, 20242016, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20242017; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20242017; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment;; and (j) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (l) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit B; (c) to the extent changed since May 1June 2, 20242023, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (fe) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 2024; (gf) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q K for Borrower and its Subsidiaries for the fiscal quarter year ended March December 31, 20242023; (hg) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (ih) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment, if any; (ji) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (lj) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to the effectiveness of this Amendment that each of the following conditions are satisfied: (a) the parties hereto shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit BA; (c) to the extent changed since May 1July 9, 20242015, Borrower shall have delivered to the Administrative Agent updated corporate formation and organizational documents of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ Borrower as Administrative Agent may require concerning the due authorization, execution, delivery and enforceability of this Amendment; (e) no Default or Event of Default shall exist as of the Effective Date; (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate and a Borrowing Base Certificate, each for the period ending March 31, 20242016; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 20242016; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid in connection with this Amendment; (j) Borrower shall have paid to the Administrative Agent all of the la-1319610 Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Amendment; (k) a certificate signed by a duly authorized officer of Borrower that all of the representations and warranties in the Credit Agreement or any of the other Loan Documents or pursuant to the Loan Documents are true and correct in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)), provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties shall be true as of such prior date; and (l) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lender.

Conditions to the Effectiveness of this Amendment. It shall be a condition precedent to The funding of the Fifth Amendment Requested Incremental Term Loan and the effectiveness of this Amendment that each are subject to the satisfaction (or waiver) of the following conditions are satisfiedprecedent: (a) i. the parties hereto shall have executed execution and delivered counterparts delivery of this Amendment by the Administrative Agent, the Fifth Amendment Incremental Term Loan Lenders, the other Lenders (which constitute Required Lenders under and as defined in the Existing Credit Agreement), the Borrowers and each other Loan Party; ii. receipt by the Administrative Agent of each of the following, dated as of the Amendment Effective Date; (A) a certificate of each Borrower and each other Loan Party signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment, (B) certifying that the Organization Documents of such Loan Party is attached as an exhibit to such certificate, (C) certifying as to the Administrative incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party, (D) attaching a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s jurisdiction of organization dated a recent date prior to the Amendment Effective Date; (B) a certificate signed by a Responsible Officer of the Borrower Agent certifying that the conditions set forth in clauses (d), (g), (i) and (j) of this Section 5 have been satisfied; (C) a certificate from a Responsible Officer of Holdings certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to this Amendment and the transactions contemplated hereby, are Solvent; (D) a Committed Loan Notice pursuant to Section 2.02 of the Credit Agreement signed by the Borrower Agent; (bE) each Guarantor shall have executed and delivered a Reaffirmation of Amended and Restated Guarantee Agreement, in the form of the Reaffirmation of Guarantee Agreement attached hereto as Exhibit B; customary written opinions (c) to the extent changed since May 1, 2024, Borrower shall have delivered addressed to the Administrative Agent updated corporate formation and organizational documents the Lenders) of Borrower and Guarantors (certified by Borrower, Guarantors or public officials, as appropriate), including resolutions and incumbency certificates; (d) Administrative Agent shall have received such opinions with respect to ▇▇▇▇▇▇▇▇ as Administrative Agent may require concerning & ▇▇▇▇▇ LLP, New York counsel for the due authorization, execution, delivery and enforceability of this AmendmentLoan Parties; (eF) no Default a Term Note in favor of each Fifth Amendment Incremental Term Loan Lender requesting the same to the extent requested at least three (3) Business Days prior to the Amendment Effective Date (or Event of Default shall exist such shorter period as may be agreed to by the Borrowers); and (G) a collateral assignment of the Effective Date;representation and warranty insurance policy obtained in connection with the Glaze Acquisition. (f) Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate for the period ending March 31, 2024; (g) Borrower shall have delivered to Administrative Agent a copy of the filed Form 10-Q for Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2024; (h) Borrower shall have delivered to Administrative Agent such other agreements, instruments and documents as Administrative Agent, its counsel or any Lender shall reasonably request; (i) Borrower shall have paid to iii. receipt by the Administrative Agent and the applicable Lenders all of the fees required to be paid set forth in connection with this Amendmentthe Fee Letters; iv. since the Signing Date, no Company Material Adverse Effect (jas defined in the Glaze Acquisition Agreement) Borrower has occurred; v. all accrued costs, fees and expenses (including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to Administrative Agent) due and payable to Administrative Agent pursuant to this Amendment and the Credit Agreement, in each case, on or before the Amendment Effective Date shall have paid been paid, to the Administrative Agent all of extent set forth hereunder or otherwise invoiced with reasonable detail at least three (3) Business Days prior to the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this AmendmentAmendment Effective Date; vi. the Fifth Amendment Incremental Term Loan Lenders shall have received, to the extent and in the form received by e.l.f. Cosmetics, the Financial Statements (kas defined in the Glaze Acquisition Agreement). It is acknowledged and agreed that the Fifth Amendment Incremental Term Loan Lenders have received the Financial Statements; vii. the Specified Representations (as defined in the Credit Agreement) a certificate signed by a duly authorized officer of Borrower that all of and the representations and warranties made by or with respect to Glaze in the Credit Glaze Acquisition Agreement or any which are material to the interests of the other Fifth Amendment Incremental Term Loan Documents or pursuant to the Loan Documents are true and correct Lenders (in all material respects (except any representations and warranties which are qualified by materiality, shall be correct and accurate in all respects) on and their capacities as of the date hereof (except that Schedule 4.12 to the Credit Agreement should be considered updated to reflect all Subsidiaries added as Guarantors since June 13, 2014 (all of which are signing the Reaffirmation of Guarantee attached hereto as Exhibit B)such), provided if any such representations and warranties are expressly made but only as of a prior date, such representations and warranties shall be true as of such prior date; and (l) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, a Beneficial Ownership Certification in relation to Borrower to any requesting Lenderthat e.l.