Common use of Effectiveness; Conditions Precedent Clause in Contracts

Effectiveness; Conditions Precedent. This Amendment shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Effective Date”): (a) the Administrative Agent’s receipt of this Amendment, duly executed by the Borrower, the Administrative Agent, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to the Administrative Agent; (b) the Borrower shall have prepaid not less than $5,000,000 of the principal balance of the Closing Date Term Loans outstanding under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment to the principal installments of the Closing Date Term Loans in inverse order of maturity; and (c) the Administrative Agent’s receipt of the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 to the Credit Agreement.

Effectiveness; Conditions Precedent. This Amendment shall (a) The Issuer represents and warrants that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Section 7.02 and Section 9.02 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Holders of at least a majority in principal amount of the outstanding Notes voting as a single class have authorized and directed the Trustee to execute this Supplemental Indenture. The Issuer, the Company, the Guarantors and the Trustee are on this date executing this Supplemental Indenture which will become effective on the date when the following conditions shall have been satisfied or waived hereof upon execution by each party hereto (such date, the “Effective Date”): (a) the Administrative Agent’s receipt of this Amendment, duly executed by the Borrower, the Administrative Agent, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to the Administrative Agent;). (b) The amendments set forth in Section 3 shall become operative on the Borrower shall have prepaid not less than $5,000,000 2013 Indenture Consent Payment Date (as defined in the Consent Solicitation Statement) upon payment of the principal balance of 2013 Indenture Notes Consent Payment (as defined in the Closing Date Term Loans outstanding under Consent Solicitation Statement) (the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment to the principal installments of the Closing Date Term Loans in inverse order of maturity; and“Operative Date”). (c) Subject to payment of the Administrative Agent’s Consent Payment (as defined in the Consent Solicitation Statement) and receipt of the work fee required consents from the other creditors under the Intercreditor Agreements to the amendments set forth in Section 4, the 2013 Proposed Amendments set forth in Section 4 will become effective and operative at the election of the Issuer at a future date determined by the Issuer in its sole discretion. (d) Notwithstanding anything to the contrary in this Supplemental Indenture, all of the amendments set forth in Sections 3 and 4 hereof will cease to be operative if the Issuer or an agent on its behalf does not pay the 2013 Indenture Notes Consent Payment (as defined in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assigneesConsent Solicitation Statement) to Euroclear and Clearstream on behalf of the aggregate Total Credit Exposure Holders on the 2013 Indenture Consent Payment Date (at as defined in the time of execution of Amendment No. 3Consent Solicitation Statement) of all such consenting Lenders (or their assignees), it being understood and agreed that as contemplated by the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 to the Credit AgreementConsent Solicitation Statement.

Effectiveness; Conditions Precedent. This Amendment Amendment, and the amendments to the Credit Agreement provided in Section 1 hereof, shall become effective on the date when first Business Day on which the following conditions shall have been precedent are satisfied or waived (such date, the “Amendment Effective Date”): ): (ai) the Administrative Agent’s receipt of this AmendmentAgent shall have received, duly executed by the Borrower, the Administrative Agent, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to the Administrative Agent, each of the following: (A) at least one fully executed copy of this Amendment, duly executed by each of the Loan Parties, the Administrative Agent and the Required Lenders; (b1) upon the reasonable request of any Lender made at least 3 days prior to the Amendment Effective Date, each Borrower shall have prepaid not less than $5,000,000 provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least two days prior to the Amendment Effective Date and (2) at least two days prior to the Amendment Effective Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Company shall deliver to each requesting Lender a Beneficial Ownership Certification in relation to such Borrower; (ii) on or before the Amendment Effective Date, to the Person to whom such fees are owing, any fees required to be paid pursuant to this Amendment or the fee letter dated as of the principal balance date hereof among the Company, the Facility Guarantor, Bank of America and BofA Securities, Inc.; and (iii) unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two Business Days prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the Closing Date Term Loans outstanding under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable provisions in connection therewith as provided in Section 2.05(a) Article IX of the Credit Agreement) and , for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Amendment shall be deemed to have instructed consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent to apply shall have received notice from such prepayment Lender prior to the principal installments of the Closing Date Term Loans in inverse order of maturity; and (c) the Administrative Agent’s receipt of the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or date hereof specifying its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 to the Credit Agreementobjection thereto.

Effectiveness; Conditions Precedent. This Amendment shall become be effective on the date when on which all the following conditions shall set forth in this Section 2 have been satisfied or waived (such date, the “First Amendment Effective Date”): (a) receipt by the Administrative Agent’s receipt Agent of this Amendmentthe following, duly executed by the Borrower, the Administrative Agent, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) each in form and substance reasonably satisfactory to each of the Administrative Agent: (i) executed counterparts of this Amendment, each executed by the Borrower and each Lender; (ii) favorable opinions of legal counsel to the Borrower, addressed to the Administrative Agent and each Lender, dated as of the First Amendment Effective Date; and (iii) (A) copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of the Borrower to be true and correct as of the First Amendment Effective Date; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which the Borrower is a party; and (C) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (b) the Borrower Administrative Agent and the Lenders shall have prepaid not less than $5,000,000 of received (i) at least five Business Days prior to the principal balance of First Amendment Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Closing Date Term Loans outstanding USA PATRIOT Act and (ii) at least five Business Days prior to the First Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Credit Agreement as of July 29Beneficial Ownership Regulation, 2021 (together with accrued interest thereon and other amounts payable a Beneficial Ownership Certification in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment relation to the principal installments of the Closing Date Term Loans in inverse order of maturity; andBorrower; (c) the Administrative Agent’s receipt of Agent and the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, Lenders shall have received all accrued fees and expenses required to be paid to each Lender that consented to on the First Amendment No. 3 on a pro rata basis in proportion Effective Date; and (d) the Borrower shall have paid all fees, charges and disbursements of counsel to the Total Credit Exposure Administrative Agent (at directly to such counsel if requested by the time of execution of Amendment No. 3) of such Lender (or its assigneesAdministrative Agent) to the aggregate Total Credit Exposure (at extent invoiced prior to or on the time of execution of First Amendment No. 3) of all Effective Date, plus such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment additional amounts of such work fee in accordance with this Amendment fees, charges and disbursements as shall satisfy in full constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Borrower’s corresponding payment obligations with respect thereto arising under closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the fee letter executed in connection with Amendment No. 3 to Borrower and the Credit AgreementAdministrative Agent).

Effectiveness; Conditions Precedent. This Amendment shall become effective on The effectiveness of this Agreement and the date when amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions shall have been satisfied or waived (such date, the “Effective Date”):precedent: (a) The Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent’s receipt : (i) an original counterpart of this AmendmentAgreement, duly executed by the Borrower, the Company, the Administrative Agent, each other Guarantor and each of the Lenders, together with all schedules and exhibits thereto duly completed; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) with respect to each Financed Property which secures any Loan made under the Credit Agreement: (i) an amendment to the Mortgage (the “Mortgage Amendment”) for such Financed Property amending the description of the Obligations and/or Secured Indebtedness (as defined therein) to conform such Mortgage to the increased Commitments provided for herein, (ii) a favorable opinion of local counsel to the Borrower in the state where such Financed Property is located, addressed to the Administrative Agent and each Lender, as to such matters concerning the Mortgage (as modified by the Mortgage Amendment) as the Administrative Agent may reasonably request, and (iii) an endorsement to the Loan Title Insurance Policy issued (or to be issued) to Administrative Agent by S▇▇▇▇▇▇ National Title Company with respect to each Mortgage that the Mortgage as amended by the Mortgage Amendment continues to secure the Credit Agreement, as amended by this Agreement, and the Required Policy continues in full force and effect following the amendment of the Mortgage, without impairment in any way; (iv) (i) a certificate of each Loan Party dated as of the Amendment Effective Date signed by a Responsible Officer, secretary or assistant secretary of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the terms of this Agreement, including the increase in Aggregate Commitments contemplated by Section 2(a) hereof, and (ii) a certificate of the Borrower, signed by a Responsible Officer, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Default exists; and (v) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent shall reasonably request. (b) All fees and expenses payable to the Administrative Agent and the Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form the fees and substance reasonably satisfactory expenses of counsel to the Administrative Agent; (b) the Borrower estimated to date shall have prepaid not less than $5,000,000 of the principal balance of the Closing Date Term Loans outstanding under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment to the principal installments of the Closing Date Term Loans in inverse order of maturity; and (c) the Administrative Agent’s receipt of the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, to be been paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 (without prejudice to the Credit Agreementfinal settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This The effectiveness of this Amendment shall become effective on and the date when related amendments to the Credit Agreement herein provided are each subject to the satisfaction of the following conditions shall have been satisfied or waived precedent (the date of such datesatisfaction, the “Amendment No. 15 Effective Date”): (a) the Administrative Agent shall have received, in form and substance acceptable to the Administrative Agent’s receipt , counterparts of this Amendment, duly executed by the Borrowereach Credit Party, the Administrative Agent, Agent and the Lenders constituting the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to the Administrative AgentLenders; (b) the Borrower shall have prepaid not less than $5,000,000 each of the principal balance of the Closing Date Term Loans outstanding under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon representations and other amounts payable in connection therewith as provided warranties set forth in Section 2.05(a6 above is true and correct in all material respects (or, with respect to any such representation or warranty modified by a materiality or Material Adverse Effect standard, in all respects (taking into account such materiality or Material Adverse Effect standard)); (c) immediately (i) before giving effect to this Amendment, no Default or Event of Default, including without limitation any Default arising from failure to comply with Section 8.11 of the Credit Agreement, exists on and as of the Amendment No. 15 Effective Date other than as a result from or directly related to the Georgia Judgment and (ii) after giving effect to this Amendment (including the Specified Waiver), no Default or Event of Default, including without limitation any Default arising from failure to comply with Section 8.11 of the Credit Agreement, shall exist on and shall have instructed as of the Amendment No. 15 Effective Date; (d) the Administrative Agent shall have confirmation that all other fees payable by any Credit Party under this Amendment and the Credit Agreement, and all reasonable and documented out-of-pocket fees and expenses (including amounts projected to apply such prepayment be accrued on or prior to the principal installments Amendment No. 15 Effective Date) required to be paid by any Credit Party on or before the Amendment No. 15 Effective Date in accordance with and subject to the limitations in Section 11.2 of the Closing Date Term Loans Credit Agreement, have been paid, including the reasonable and documented out-of-pocket fees and expenses of counsel for the Administrative Agent, in inverse order each case, to the extent invoiced at least two (2) Business Days prior to the date hereof (without prejudice to final settling of maturityaccounts for such fees and expenses); and (ce) the Administrative Agent’s receipt of Agent shall have received from the work fee Borrower, in the amount of $2,000,000 earned in connection with Amendment No. 3 form and substance acceptable to the Administrative Agent, a customary officer’s certificate executed by the Credit AgreementParties. For purposes of determining compliance with the conditions set forth in this Section 7, to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood has signed and agreed that the Borrower’s payment of such work fee in accordance with delivered this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising be deemed to have consented to, approved, accepted, be satisfied with, or waived presentment of each document or other matter required under the fee letter executed in connection with Amendment No. 3 to the Credit Agreementthis Section 7.

Effectiveness; Conditions Precedent. This Amendment Agreement shall become be effective on the date when upon satisfaction of the following conditions shall have been satisfied or waived (such date, the “Effective Date”):precedent: (a) receipt by the Administrative Agent’s receipt Agent of copies of this Amendment, Agreement duly executed by the Borrower, the Guarantors, the New Lenders and the Lenders (or, in the case of any Lender that will not have any Commitments or outstanding Loans after giving effect to this Agreement, an exiting lender consent substantially in the form of Annex A attached hereto); (b) receipt by the Administrative AgentAgent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Third Amendment Effective Date, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to the Administrative Agent; (bc) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Third Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (d) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 8 have been satisfied; and (e) the Borrower shall have prepaid not less than $5,000,000 of the principal balance of the Closing Date Term Loans outstanding under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment to the principal installments of the Closing Date Term Loans in inverse order of maturity; and (c) the Administrative Agent’s receipt of the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, paid all fees required to be paid to each Lender that consented to the Administrative Agent, the Lead Arrangers and the Lenders on the Third Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed Effective Date in connection with Amendment No. 3 to the Credit closing of this Agreement.

Effectiveness; Conditions Precedent. This Amendment shall (a) The Issuer represents and warrants that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Section 7.02 and Section 9.02 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Holders of at least a majority in principal amount of the outstanding Notes voting as a single class have authorized and directed the Trustee to execute this Supplemental Indenture. The Issuer, the Company, the Guarantors and the Trustee are on this date executing this Supplemental Indenture which will become effective on the date when the following conditions shall have been satisfied or waived hereof upon execution by each party hereto (such date, the “Effective Date”): (a) the Administrative Agent’s receipt of this Amendment, duly executed by the Borrower, the Administrative Agent, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to the Administrative Agent;). (b) The amendments set forth in Section 3 shall become operative on the Borrower shall have prepaid not less than $5,000,000 2012 Indenture Consent Payment Date (as defined in the Consent Solicitation Statement) upon payment of the principal balance of 2012 Indenture Notes Consent Payment (as defined in the Closing Date Term Loans outstanding under Consent Solicitation Statement) (the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment to the principal installments of the Closing Date Term Loans in inverse order of maturity; and“Operative Date”). (c) Subject to payment of the Administrative Agent’s Consent Payment (as defined in the Consent Solicitation Statement) and receipt of the work fee required consents from the other creditors under the Intercreditor Agreements to the amendments set forth in Section 4, the 2012 Proposed Amendments set forth in Section 4 will become effective and operative at the election of the Issuer at a future date determined by the Issuer in its sole discretion. (d) Notwithstanding anything to the contrary in this Supplemental Indenture, all of the amendments set forth in Sections 3 and 4 hereof will cease to be operative if the Issuer or an agent on its behalf does not pay the 2012 Indenture Notes Consent Payment (as defined in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assigneesConsent Solicitation Statement) to Euroclear and Clearstream on behalf of the aggregate Total Credit Exposure Holders on the 2012 Indenture Consent Payment Date (at as defined in the time of execution of Amendment No. 3Consent Solicitation Statement) of all such consenting Lenders (or their assignees), it being understood and agreed that as contemplated by the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 to the Credit AgreementConsent Solicitation Statement.

Effectiveness; Conditions Precedent. This Amendment shall become be effective on the date when on which all the following conditions shall set forth in this Section 2 have been satisfied or waived (such date, the “First Amendment Effective Date”): (a) receipt by the Administrative Agent’s receipt Agent of this Amendmentthe following, duly executed by the Borrower, the Administrative Agent, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) each in form and substance reasonably satisfactory to each of the Administrative Agent: (i) executed counterparts of this Amendment, each executed by each Loan Party and each Lender; (ii) favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the First Amendment Effective Date; and (iii) (A) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the First Amendment Effective Date; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; and (C) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (b) the Borrower Administrative Agent and the Lenders shall have prepaid not less than $5,000,000 of received (i) at least five Business Days prior to the principal balance of First Amendment Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Closing Date Term Loans outstanding USA PATRIOT Act and (ii) at least five Business Days prior to the First Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Credit Agreement as of July 29Beneficial Ownership Regulation, 2021 (together with accrued interest thereon and other amounts payable a Beneficial Ownership Certification in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment relation to the principal installments of the Closing Date Term Loans in inverse order of maturity; andBorrower; (c) the Administrative Agent’s receipt of Agent and the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, Lenders shall have received all accrued fees and expenses required to be paid to each Lender that consented to on the First Amendment No. 3 on a pro rata basis in proportion Effective Date; and (d) the Borrower shall have paid all fees, charges and disbursements of counsel to the Total Credit Exposure Administrative Agent (at directly to such counsel if requested by the time of execution of Amendment No. 3) of such Lender (or its assigneesAdministrative Agent) to the aggregate Total Credit Exposure (at extent invoiced prior to or on the time of execution of First Amendment No. 3) of all Effective Date, plus such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment additional amounts of such work fee in accordance with this Amendment fees, charges and disbursements as shall satisfy in full constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Borrower’s corresponding payment obligations with respect thereto arising under closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the fee letter executed in connection with Amendment No. 3 to Borrower and the Credit AgreementAdministrative Agent).

Effectiveness; Conditions Precedent. This Amendment Amendment, and the amendments contained herein, shall become not be effective on until the date when satisfaction of each of the following conditions shall have been precedent (the date the following conditions precedent are satisfied or waived (such date, being referred to as the “Amendment Effective Date”): (a) The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent’s receipt Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) A certificate of the Borrower signed by an Authorized Officer, dated the Amendment Effective Date certifying as to the representations and warranties set forth in Section 4. (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of the Borrower, certifying as appropriate as to: (x) all action taken by the Borrower to validly authorize, duly execute and deliver this Amendment and any other Loan Documents executed and delivered in connection with this Amendment, duly executed and attaching copies of such resolution or other corporate or organizational action; (y) the names, authority and capacity of the Authorized Officers authorized to sign this Amendment and the other Loan Documents and their true signatures; and (z) copies of its organizational documents as in effect on the Amendment Effective Date certified as of a sufficiently recent date prior to the Amendment Effective Date by the Borrowerappropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of the Borrower in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification, except to the extent that the failure to be so qualified could not reasonably be expected to result in a Material Adverse Change; (iii) This Amendment and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer in a sufficient number of counterparts for delivery to each Lender and the Administrative Agent, and this Amendment signed by the Required Lenders Administrative Agent and each Lender; (which counterparts may be delivered by facsimileiv) A written opinion of counsel for the Borrower, electronic email dated the Second Amendment Effective Date addressed to the Administrative Agent and each Lender and in form and substance satisfactory to the Administrative Agent; (v) A Lien search in acceptable scope and with acceptable results; (vi) Evidence that all Indebtedness (other than such Indebtedness permitted under Section 9.1 of the Amended Credit Agreement) of the Borrower shall have been paid in full and the commitments thereunder terminated and that all necessary termination statements, release statements and other releases in connection with all Liens securing such Indebtedness (other than such Liens permitted under Section 9.2 of the Amended Credit Agreement) have been filed or other electronic means satisfactory arrangements have been made for such filing (including PDF) with originals to follow) payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (vii) City National Bank and Truist Bank, as Exiting 364-Day Revolver Lenders, shall have received (or substantially concurrently with the Amendment Effective Date will receive) payment in full for all Obligations owing to them as Exiting 364-Day Revolver Lenders under the Existing Credit Agreement on the Amendment Effective Date; and (viii) Such other documents in connection with this Amendment as the Administrative Agent or its counsel may reasonably request. (b) the Borrower The Administrative Agent and each Lender shall have prepaid not less than $5,000,000 of the principal balance of the Closing Date Term Loans outstanding under the Credit Agreement as of July 29received, 2021 (together with accrued interest thereon in form and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed substance acceptable to the Administrative Agent to apply such prepayment and each Lender an executed Certificate of Beneficial Ownership (to the principal installments of extent requested by the Closing Date Term Loans Administrative Agent or the Lenders) and such other documentation and other information requested in inverse order of maturity; andconnection with applicable “know your customer” rules and regulations and other Anti-Terrorism Laws, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Administrative Agent’s receipt Second Amendment Effective as required by any Loan Document. (d) There has been no event or circumstance since the date of the work fee last audited financial statements of the Borrower that has had or could be reasonably expected to have, either individually or in the amount aggregate, a Material Adverse Change. Without limiting the generality of $2,000,000 earned in connection with Amendment No. 3 to the provisions of the last paragraph of Section 11.3 of the Existing Credit Agreement or the Amended Credit Agreement, to be paid to for purposes of determining compliance with the conditions specified in this Section 3, each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with has signed this Amendment shall satisfy in full be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 Administrative Agent shall have received notice from such Lender prior to the Credit Agreementproposed Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment The amendments contained herein shall become only be effective on upon the date when satisfaction or waiver of each of the following conditions shall have been satisfied precedent (the date of satisfaction or waived (such datewaiver, the “Amendment No. 2 Effective Date”): (a) the Administrative Agent’s receipt Agent shall have received each of this Amendment, duly executed by the Borrower, the Administrative Agent, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email following documents or other electronic means (including PDF) with originals to follow) instruments in form and substance reasonably satisfactory acceptable to the Administrative Agent: (i) counterparts of this Amendment executed by the Loan Parties and the Required Lenders; and (ii) such documentation and other information as has been reasonably requested by the Administrative Agent at least two Business Days prior to the date hereof with respect to the Loan Parties in connection with this Amendment; (b) the Borrower Administrative Agent shall have prepaid not less than $5,000,000 received (i) the income statement of the principal balance Borrower and its Subsidiaries, on a consolidated basis, for the Fiscal Year ended 2016 and (ii) financial projections prepared by management of the Closing Date Term Loans outstanding under Borrower consisting of (A) a balance sheet for the Borrower and its Subsidiaries, on a consolidated basis, for the Fiscal Year ending December 31, 2017, forecasted by each Fiscal Quarter therein, (B) income statements for the Borrower and its Subsidiaries, on a consolidated basis, for (I) the Fiscal Year ending December 31, 2017, forecasted by each Fiscal Quarter therein and (II) the Fiscal Year ending December 31, 2018, as a whole, (C) liquidity and Revolving Credit Agreement as of July 29Facility utilization for each month in the Fiscal Year ending December 31, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment to the principal installments of the Closing Date Term Loans in inverse order of maturity2017; and (c) all accrued reasonable out-of-pocket costs and expenses of MLPFS and the Administrative Agent (including the reasonable fees and expenses of counsel (including each local counsel) for the Administrative Agent’s receipt of ) shall have been paid to the work fee in extent that the amount of $2,000,000 earned in connection Borrower has received an invoice therefor (with reasonable and customary supporting documentation) at least two Business Days prior to the Amendment No. 3 2 Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the Credit Agreementextent not so invoiced), to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion and all fees pursuant to the Total Credit Exposure (at engagement letter agreement dated as of February 10, 2017, by and between the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood Borrower and agreed that the Borrower’s payment of such work fee in accordance with this Amendment MLPFS shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 to the Credit Agreementhave been paid.

Effectiveness; Conditions Precedent. This Amendment Agreement and the amendments to the Credit Agreement herein provided shall become effective on the date when as of January 31, 2008 upon satisfaction of the following conditions shall have been satisfied or waived (such date, the “Effective Date”):precedent: (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent’s receipt : (i) counterparts of this AmendmentAgreement, duly executed by the BorrowerBorrowers, the Administrative AgentAgent and the Lenders, together with all schedules and exhibits thereto duly completed; (ii) a Term Loan Note executed by each Borrower in favor of each Term Loan Lender; (iii) a Revolving Loan Note executed by Captira and NEI in favor of each Revolving Lender; (iv) a Designated Co-Borrower Request and Assumption Agreement duly executed by Captira Analytical, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Company (“Captira”), and the Required Lenders Company; (which counterparts may be delivered v) a Designated Co-Borrower Request and Assumption Agreement duly executed by facsimileNet Enforcer’s, electronic email Inc., a Florida corporation and wholly-owned Subsidiary of the Company (“NEI”), and the Company; (vi) a Security Joinder Agreement (as defined in the Security Agreement) executed by Captira as required by the terms thereof and of the Credit Agreement; (vii) a Security Joinder Agreement (as defined in the Security Agreement) executed by NEI as required by the terms thereof and of the Credit Agreement; (viii) a Pledge Agreement Supplement (as defined in the Pledge Agreement) with respect to the Company’s ownership interests in Captira and NEI, together with all stock certificates and accompanying stock powers duly executed in blank with respect to such ownership interest in NEI; (ix) such certificates of resolutions or other electronic means action, incumbency certificates and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (including PDFx) with originals such documents and certifications as the Administrative Agent may reasonably require to followevidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (xi) favorable opinions of counsel to the Loan Parties acceptable to the Administrative Agent addressed to the Administrative Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance reasonably satisfactory to the Administrative Agent; (xii) evidence that the Administrative Agent, for the benefit of the Lenders, holds a perfected, first priority Lien in the Collateral (subject to no other Liens except Permitted Liens); (xiii) certificate of a Responsible Officer of the Company certifying that (a) contemporaneously with and immediately upon the effectiveness of this Agreement, the Purchase Transaction has been consummated in accordance with the Purchase Transaction Documents without amendment or waiver of any of the material terms or conditions thereof except as shall have been disclosed to and approved by the Administrative Agent and (b) attached to such certificate are duly executed copies of the Transaction Documents; (xiv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require; (b) the Borrower Borrowers shall have prepaid not less than $5,000,000 of the principal balance of the Closing Date Term Loans outstanding under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed deliver to the Administrative Agent evidence that all insurance required to apply such prepayment be maintained pursuant to the principal installments of the Closing Date Term Loans Loan Documents has been obtained and is in inverse order of maturityeffect; and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent’s receipt of the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 ) estimated to the Credit Agreement, to be date shall have been paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 (without prejudice to the Credit Agreementfinal settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This The effectiveness of this Amendment shall become effective on and the date when amendment to the Credit Agreement provided in Section 1 hereof are subject to the satisfaction of the following conditions shall have been satisfied or waived (such date, the “Effective Date”):precedent: (a) the The Administrative Agent’s receipt Agent shall have received counterparts of this Amendment, duly executed by the BorrowerBorrowers, the Administrative AgentAgent and each of the Lenders, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email telefacsimile or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to .pdf), but such delivery will be promptly followed by the delivery of original signature pages by each Person party hereto unless waived by the Administrative Agent;; and (b) All fees and expenses payable to the Borrower shall have prepaid not less than $5,000,000 Administrative Agent (including the fees and expenses of counsel to the principal balance of Administrative Agent to the Closing Date Term Loans outstanding extent due and payable under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a10.04(a) of the Credit Agreement) estimated to date and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have instructed the Administrative Agent been paid in full (without prejudice to apply final settling of accounts for such prepayment to the principal installments of the Closing Date Term Loans in inverse order of maturity; andfees and expenses). (c) Upon the Administrative Agent’s receipt reasonable request of any Lender made at least 10 days prior to the work fee in date hereof, each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the amount of $2,000,000 earned documentation and other information so requested in connection with Amendment No. 3 applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 5 days prior to the Credit Agreementdate hereof. (d) At least 5 days prior to the date hereof, to be paid any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that consented so requests, a Beneficial Ownership Certification in relation to Amendment Nosuch Borrower. 3 on a pro rata basis For purposes of determining compliance with the conditions specified in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such this Section 2, each Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with has signed this Amendment shall satisfy in full be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 Administrative Agent shall have received notice from such Lender prior to the Credit Agreementdate hereof specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment Agreement and the amendments to the Credit Agreement herein provided shall become effective on as of the date when hereof subject to the satisfaction of the following conditions shall have been satisfied or waived precedent (such date, the “Amendment Effective Date”): (a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent’s receipt : (i) original counterparts of this AmendmentAgreement, duly executed by the BorrowerCompany, the Administrative Agent, each of the Existing Lenders constituting Required Lenders under the Credit Agreement, and each of the Joining Lenders, together with all schedules and exhibits hereto duly completed; (ii) a Note executed by the Company in favor of each Existing Lender that is increasing its Commitment and each Joining Lender, in each case that has requested a Note at least one Business Day prior to the Amendment Effective Date; and (iii) a certificate dated as of the Amendment Effective Date signed by a Responsible Officer of the Company (A) certifying and attaching the resolutions adopted by the Company, (B) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Required Lenders Notes and (which counterparts may be delivered by facsimileC) attaching evidence that the Company is duly organized or formed, electronic email or other electronic means (including PDF) with originals to follow) and that the Company is validly existing and in form and substance reasonably satisfactory to good standing in the Administrative Agent;state of Nevada. (b) all fees and expenses payable to the Borrower Existing Lenders and the Joining Lenders per that certain Amendment No. 1 to Credit Agreement and Joinder Agreement Fee Letter dated May 21, 2012 between the Administrative Agent and the Company shall have prepaid not less than $5,000,000 been paid in full (without prejudice to final settling of accounts for such fees and expenses). (c) all fees, charges and disbursements of one counsel to the principal balance of Administrative Agent (directly to such counsel if requested by the Closing Date Term Loans outstanding Administrative Agent) required to be paid by the Company under the Credit Agreement as of July 29, 2021 (together with accrued interest thereon and other amounts payable in connection therewith as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent to apply such prepayment to the principal installments of extent invoiced at least one Business Day prior to the Closing Date Term Loans in inverse order Date, which invoice may include reasonable estimates of maturity; and fees, charges and disbursements incurred or to be incurred by such counsel through the closing proceedings (c) provided that such estimate will not thereafter preclude a final settling of accounts between the Company and the Administrative Agent’s receipt of the work fee in the amount of $2,000,000 earned in connection with Amendment No. 3 to the Credit Agreement, to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion to the Total Credit Exposure (at the time of execution of Amendment No. 3) of such Lender (or its assignees) to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 to the Credit Agreement.

Effectiveness; Conditions Precedent. This Amendment shall become be effective on the first date when on which each of the following conditions shall have set forth in this Section 2 has been satisfied or waived (such date, the “Second Amendment Effective Date”): (a) Receipt by the Administrative Agent’s receipt Agent of copies of this Amendment, Amendment duly executed by the Borrower, each Loan Party and each Lender. (b) Receipt by the Administrative AgentAgent of the following, and the Required Lenders (which counterparts may be delivered by facsimile, electronic email or other electronic means (including PDF) with originals to follow) in form and substance reasonably satisfactory to the Administrative Agent;: (bi) a certification from a Responsible Officer of each Loan Party either (x) stating that there have been no changes to the Borrower shall have prepaid not less than $5,000,000 of organization documents delivered to the principal balance Administrative Agent as of the Closing Date Term Loans outstanding under (or the Credit Agreement First Amendment Effective Date, if applicable) or (y) attaching copies of then current organizational documents and, in each case, stating that such organization documents are in full force and effect as of July 29the Second Amendment Effective Date; (ii) any such certificates of resolutions or other action, 2021 (together with accrued interest thereon and incumbency certificates and/or other amounts payable in connection therewith certificates of Responsible Officers of each Loan Party as provided in Section 2.05(a) of the Credit Agreement) and shall have instructed the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to apply such prepayment to act as a Responsible Officer in connection with this Amendment and approving and adopting this Amendment, approving the principal installments transactions contemplated herein and authorizing the execution and delivery of the Closing Date Term Loans in inverse order of maturitythis Amendment; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation. (c) Receipt by the Administrative Agent of opinions of legal counsel to the Loan Parties relating to this Amendment, in form and substance reasonably satisfactory to the Administrative Agent’s receipt . (d) Receipt by the Administrative Agent of reasonably satisfactory evidence that, substantially concurrently with the occurrence of the work fee Second Amendment Effective Date, the 2017 Senior Note Indenture (as defined in the Credit Agreement prior to giving effect to this Amendment) shall have been discharged. (e) Substantially concurrently with the occurrence of the Second Amendment Effective Date, the Parent shall have issued the 2021 Senior Notes in an aggregate principal amount of at least $2,000,000 earned 500,000,000. (f) Receipt by the Administrative Agent of a true, correct and complete copy of the 2021 Senior Note Indenture. (g) Receipt by the Administrative Agent of the Intercreditor Agreement duly executed by the Loan Parties, the Administrative Agent and the 2021 Senior Note Trustee, in form and substance reasonably satisfactory to the Administrative Agent. (h) (i) Receipt by the Administrative Agent, for the account of each Lender, of all agreed upfront fees and (ii) payment to the Administrative Agent (or a designated affiliate thereof) of all other agreed upon fees in connection with this Amendment. (i) Payment by the Loan Parties of all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent in connection with this Amendment No. 3 (directly to such counsel if requested by the Administrative Agent) provided for in Section 10.5 of the Credit Agreement, to be paid to each Lender that consented to Amendment No. 3 on a pro rata basis in proportion the extent invoiced at least one (1) Business Day prior to the Total Credit Exposure Second Amendment Effective Date. (at j) If any Borrower qualifies as a “legal entity customer” under the time of execution of Amendment No. 3) of such Lender (or its assignees) Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to that Borrower, to the aggregate Total Credit Exposure (at the time of execution of Amendment No. 3) of all such consenting Lenders (or their assignees), it being understood and agreed that the Borrower’s payment of such work fee in accordance with this Amendment shall satisfy in full the Borrower’s corresponding payment obligations with respect thereto arising under the fee letter executed in connection with Amendment No. 3 to the Credit Agreementextent requested by any Lender.