Common use of Effectiveness; Conditions Precedent Clause in Contracts

Effectiveness; Conditions Precedent. This Amendment, and the amendments contained herein, shall not be effective until the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied 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 and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. (a) This AmendmentAgreement, including the increased Tranche D Commitments, the Tranche C+ Commitments and the amendments contained hereinconversion of the Exchanged Series C Shares to Tranche B Loans, shall not be become effective until on the satisfaction of first date on which each of the following conditions precedent have been satisfied or waived (the date the following conditions precedent are satisfied being referred to as such date, the “Sixteenth Amendment Effective Date”): (ai) This Agreement shall have been executed on the Signing Date by the Administrative Agent, the Loan Parties and the Signatory Lenders (such execution not to be unreasonably delayed or waived) and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties hereto. (ii) Borrower has arranged for payment on the Sixteenth Amendment Effective Date of all reasonable and documented out-of-pocket fees and expenses then due and payable pursuant to the Financing Documents and the funds flow memorandum delivered pursuant to clause (ix) below. (iii) Each of the Vitol RCF Agreement, the Vitol S&O Agreement, and the Intercreditor Agreement shall have been executed on the Signing Date by all parties thereto and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties thereto. (iv) The Administrative Agent shall have received each a copy of a direct agreement in respect of the following Vitol S&O Agreement, in form and substance reasonably satisfactory to the Administrative Agent. |US-DOCS\147873560.21|| (v) The Administrative Agent shall have received an opinion of ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent, the Lenders and Vitol (as administrative agent and collateral agent under the Vitol RCF Agreement) and dated as of the Signing Date, in form and substance satisfactory to the Administrative Agent and Vitol (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (vi) The Administrative Agent shall have received copies of UCC, judgment lien, tax lien and litigation lien search reports, which reports will be dated a recent date reasonably acceptable to the Administrative Agent listing all effective financing statements that name Sponsor, SusOils, Holdings, Borrower or Project Company, in each case as debtor, and that are filed in the jurisdictions in which the UCC-1 financing statements will be filed in respect of the Collateral, none of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies:cover the Collateral except to the extent evidencing Permitted Liens. (ivii) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or The Administrative Agent shall have received an Assistant Secretary executed copy of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary deliverables listed in Section 2.2 of any such Loan Party)the Transaction Agreement, certifying as appropriate as to:in each case in form and substance reasonably satisfactory to the Administrative Agent. (Aviii) all action taken by each Loan Party in connection with this Amendment The Administrative Agent and the other Loan Documents Lenders shall have received an executed and delivered in connection with this Amendment;copy of a Borrowing Request for Tranche D Loans for funding on or about the Sixteenth Amendment Effective Date. (Bix) Borrower shall have delivered to the names Administrative Agent a funds flow memorandum detailing the proposed flow, and use, of the officer or officers authorized Loan proceeds, in form and substance reasonably satisfactory to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021Vitol. (iiix) This AmendmentEach other condition in Section 4.03 of the Credit Agreement, Notes other than Sections 4.03(a), (b) and (i) thereto, shall have been satisfied in accordance with the terms of the Credit Agreement. (b) The obligation of each Tranche D Lender with any unfunded Tranche D Commitments to make Tranche D Loans in the extent requested by amount set forth next to such ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer ’s name on Exhibit A attached hereto under the caption “Total Unfunded Tranche D Commitments” shall become effective on the first date on which each of the Loan Partiesfollowing conditions have been satisfied or waived (each such date, and this a “Post-16th Amendment signed by the Administrative Agent and each Lender;Funding Date”): (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (bi) The Administrative Agent and each Lender the Lenders shall have receivedreceived an executed copy of a Borrowing Request for Tranche D Loans. (ii) Borrower shall have delivered to the Administrative Agent a funds flow memorandum detailing the proposed flow, and use, of the Loan proceeds, in form and substance acceptable reasonably satisfactory to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActVitol. (ciii) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any Each other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making condition in Section 4.03 of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. Agreement, other than Sections 4.03(a) through (fb) No actionthereto, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages satisfied in respect of, this Amendment, accordance with the Amended Credit Agreement or the other Loan Documents or the consummation terms of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, The effectiveness of this Amendment and the amendments contained herein, shall not be effective until to the Credit Agreement herein provided are subject to the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The the Administrative Agent shall have received each of the following documents or instruments in form and substance satisfactory reasonably acceptable to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copiesAgent: (i) a certificate counterparts of this Amendment, duly executed by each Credit Party, the BorrowerAdministrative Agent, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself Required Lenders (prior to giving effect to this Amendment) and the other Loan Parties, as to the representations and warranties set forth in Section 3Joining Lender; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each executed copies of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by Required Certificates for each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do businessSpecified Acquisition; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to an executed copy of a certificate of the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment Borrower dated as of the date hereof signed by an Authorized Officer of the Loan Parties, Borrower certifying and this Amendment signed attaching the resolutions adopted by the Administrative Agent Borrower and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable Guarantor approving or consenting to the Administrative Agent), dated increase in the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and Aggregate Revolving Commitments provided by this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent (i) each of Ebix Consulting, Inc., and each Lender Vertex, Incorporated shall have receiveddelivered Guaranty Joinder Agreements, in form Security Joinder Agreements and substance acceptable Pledge Joinder Agreements, to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulationsextent applicable, including as required by Section 7.11 of the USA PATRIOT Act. Credit Agreement, (cii) The the Borrower shall have paid all fees delivered a Pledge Agreement Supplement with respect to its interest in Ebix Consulting, Inc., and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (diii) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from all other documents required pursuant to Section 7.11, to the extent applicable, with respect to the Specified Acquisitions, including, without limitation, all certificated Equity Interests with accompanying stock powers for any new Subsidiary acquired pursuant to a Specified Acquisition; (c) after giving effect to this Amendment (and giving effect to any Credit Extension to occur substantially simultaneously with such Lender effectiveness and the increase in the Aggregate Revolving Commitments), as of the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; and (d) after giving effect to this Amendment, the Borrower shall be in compliance, on a pro forma basis (as provided in Section 1.3 of the Credit Agreement) with the financial covenants set forth in Section 8.7 of the Credit Agreement as of the Amendment Effective Date; (e) all fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date specifying its objection theretodate hereof) shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Amendment, and the amendments contained herein, Agreement shall not be effective until the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):upon: (a) The receipt by the Administrative Agent shall have received each of copies of this Agreement duly executed by the following in form and substance satisfactory to Borrower, the Guarantors, the Administrative 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, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3Lenders; (iib) A certificate dated the Amendment Effective Date and signed receipt by the Secretary or an Assistant Secretary of each Administrative Agent, for itself and for account of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary Lenders, of any such Loan Party), certifying as appropriate as to:fees and expenses required to be paid in connection with this Agreement; 1 (Ac) all action taken receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties; (d) receipt by the Administrative Agent of 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 executed and delivered in connection with this Amendmentto which each Loan Party is a party; (Be) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed receipt by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel documents and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment certifications as the Administrative Agent may reasonably requestrequire 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; (vf) lien searches receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in acceptable scope Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property; (g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020; (h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with acceptable resultsthis Agreement (directly to such counsel if requested by the Administrative Agent); and (vii) such other information and documentation if the Borrower qualifies as may reasonably be a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by the Administrative Agent or any Lender from time to timeLender. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the amendments contained herein, waiver provided in Section 3 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Company, each Borrower, each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf); (b) The Administrative Agent shall have received a copy of an amendment to each other outstanding Transaction Facility, in each case, in the following form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies:Agent; and (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as The Company shall have paid any fees required to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect be paid on the Amendment Effective Date certified date hereof pursuant to that certain Fee Letter dated as of May 3, 2017 by and among the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence Company, Bank of America, N.A., and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan PartiesLynch, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇Pierce, ▇▇▇▇▇▇ ▇& ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPIncorporated; (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on May 5, counsel 2017 for the Loan Parties (who may rely on the opinions account of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable Lender, paid to the Administrative Agent), dated equal to 0.25% (25 bps) multiplied by each such Lender’s Commitments as of the Amendment Effective Date, date hereof; and (Biii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house all other fees and expenses of the Administrative Agent (including the fees and expenses of counsel for to the Loan Parties, Administrative Agent) to the extent due and in her capacity as Assistant General Counsel payable under Section 10.04(a) of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and for which invoices have been presented a reasonable period of time prior to the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender effectiveness hereof shall have received, been paid in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. full (c) The Borrower shall have paid all which fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Documentmay be estimated to date without prejudice to final settling of accounts for such fees and expenses). (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, Amendment and the amendments contained hereinto the Credit Agreement and Subsidiary Guaranty provided in Sections 1, 2 and 3 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Company, each Borrower, each Guarantor, the Collateral Agent and the Required Lenders, which counterparts may be delivered by facsimile or other electronic means (e.g. “.pdf” or “.tif”). (b) The Administrative Agent shall have received a copy of an amendment to the following Existing Revolving Credit Agreement and the Existing 2015 Term Loan Credit Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the requisite parties thereto. (c) The Administrative Agent shall have received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which, in respect of the 2012 Note Purchase Agreement, shall include an extension of the maturity date of all the Series A Notes (as defined in the 2012 Note Purchase Agreement) to no earlier than June 18, 2018 (or to an earlier date, as long as the Company has the sole right to cause a further extension of such maturity date to no earlier than June 18, 2018), and, in each case, shall be in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the requisite parties thereto. (d) The Administrative Agent shall have received copies of the Hydra Merger Documentation in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received copies of the Hydra Commitment Letters, which shall be in form and substance reasonably satisfactory to the Administrative Agent and, without limiting the foregoing, shall provide commitments sufficient to, and each require use of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: proceeds thereof to, (i) a certificate repay the unpaid principal amount of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each outstanding Loans and all interest and other amounts owing or payable under the Loan Party in connection with this Amendment Documents, and the any other Loan Documents executed and delivered in connection with this Amendment; Obligations, (B) all Indebtedness (including principal, interest and other amounts) outstanding under the names of the officer or officers authorized to sign this Amendment Existing Revolving Credit Agreement and the other Existing 2015 Term Loan Documents Credit Agreement, and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporationall outstanding NPA Notes and all interest and other amounts owing or payable under the Note Purchase Agreements, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized case, in cash in full (other than contingent indemnification obligations for which no claim has been made), (ii) Cash Collateralize or qualified to do business; and replace all outstanding L/C Obligations (D) copies of its bylawsas defined in this Agreement and the Existing Revolving Credit Agreement), partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes repay all Existing Moon Debt (as defined in the Combination Agreement) in full in cash (provided that up to the extent requested by $100,000,000 of projected cash in hand available to ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ International, Inc. on the closing date for the Hydra Transaction may be taken into account when determining whether sufficient commitments have been provided to repay all Existing Moon Debt) and (iv) replace, as necessary, all Bilateral LOC Credit Facilities (as defined in the Intercreditor Agreement). (f) The Administrative Agent shall have received, with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPInternational, counsel for the Loan Parties Inc., (who may rely on the opinions of such other counsel i) a quarterly integrated financial model with project level detail, (ii) project review information, (iii) current work in progress schedule and certificates (iv) information regarding its sales pipeline. (g) The Administrative Agent shall have received a summary of the Loan Parties’ in-house counsel as may be reasonably acceptable provisions in the Hydra Transaction Documentation relating to conditions to closing, termination events, termination fees and the definition of “Material Adverse Effect”, for distribution to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective DateLenders, in form and substance satisfactory to it. (h) The Administrative Agent shall have received resolutions of each caseDutch Loan Party, covering such matters concerning the UK Loan Parties Party and U.S. Loan Party authorizing this Amendment, the Amended Credit Agreement Amendment and the other Loan Documents to which such Person is a party executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request;Amendment. (vi) lien searches in acceptable scope (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of December 18, 2017 among the Company and with acceptable results; and Bank of America, N.A., (viii) such other information and documentation as may reasonably be requested an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on December 18, 2017 for the account of such Lender, equal to the greater of (x) 0.20% and (y) the amendment fee (or similar) payable to each holder of the NPA Notes as consideration for its entry into the NPA Amendments (calculated as a percentage of the principal amount of such holder’s outstanding NPA Notes and excluding any Lender from time fee paid to time. extend the maturity of the Series A Notes (bas defined in the 2012 Note Purchase Agreement)), in either case, multiplied by each such Lender’s Commitments as of the date hereof and (iii) The all other fees and expenses of the Administrative Agent (including the fees and each Lender shall have received, in form expenses of counsel and substance acceptable the financial advisor to the Administrative Agent Agent) to the extent due and each Lender such documentation payable under Section 10.04(a) of the Credit Agreement and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall for which invoices have paid all fees and expenses payable been presented on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of date that is one day prior to the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation date hereof shall have been instituted, threatened or proposed before any court, governmental agency or legislative body paid in full (which fees and expenses may be estimated to enjoin, restrain or prohibit, or date without prejudice to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation final settling of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals accounts for such fees and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreementexpenses). Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for For purposes of determining compliance with the conditions specified set forth in this Section 24, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a such Lender unless the Administrative Agent shall have received notice noticed from such Lender prior to the Amendment Effective Date date hereof specifying its objection thereto.

Effectiveness; Conditions Precedent. This AmendmentAgreement, and including the amendments contained hereinincreased Tranche D Commitments, shall not be become effective until on the satisfaction of first date on which each of the following conditions precedent have been satisfied or waived (the date the following conditions precedent are satisfied being referred to as such date, the “Eighteenth Amendment Effective Date”): (a) This Agreement shall have been executed on the Signing Date by the Administrative Agent, the Loan Parties and the Signatory Lenders (such execution not to be unreasonably |US-DOCS\155338747.17|| delayed or waived) and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties hereto. (b) ▇▇▇▇▇▇▇▇ has arranged for payment on the Eighteenth Amendment Effective Date of all reasonable and documented out-of-pocket fees and expenses then due and payable pursuant to the Financing Documents and the funds flow memorandum delivered pursuant to clause (e) below. (c) The Administrative Agent shall have received each evidence that an original copy of an amendment to the Mortgage (the “Mortgage Amendment”), substantially in the form attached hereto as Exhibit B, was sent to the Title Company. (d) The Administrative Agent and the Lenders shall have received an executed copy of a Borrowing Request for Tranche D Loans for funding on or about the Eighteenth Amendment Effective Date. (e) Borrower shall have delivered to the Administrative Agent a funds flow memorandum detailing the proposed flow, and use, of the following Loan proceeds, in form and substance reasonably satisfactory to the Administrative Agent. (f) Borrower shall have delivered to the Administrative Agent a budget of the Sponsor, the Borrower and SusOils through January 7, 2025 (the “January 7 Budget”), in form and substance satisfactory to the Administrative 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, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021reasonable discretion. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the amendments contained herein, waiver provided in Section 3 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received each counterparts of the following in form and substance satisfactory to the Administrative 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, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, duly executed by the Amended Credit Agreement Company, each Borrower, each Guarantor, the Collateral Agent and the Required Lenders, which counterparts may be delivered by facsimile or other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; electronic means (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent e.g. “.pdf” or any Lender from time to time“.tif”). (b) The Administrative Agent and each Lender shall have receivedreceived a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Credit Agreement, in each case, in the form previously provided to it and in form and substance acceptable reasonably satisfactory to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulationsAgent, including duly executed by the USA PATRIOT Actrequisite parties thereto. (c) The Borrower Administrative Agent shall have paid all fees received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which shall include a waiver of the NPA Note Defaults, in each case, in the form previously provided to it and expenses payable on or before in form and substance reasonably satisfactory to the Amendment Effective Date as required Administrative Agent, duly executed by this Amendment or any other Loan Documentthe requisite parties thereto. (d) Since September 30, 2021, no Material Adverse Change The Administrative Agent shall have occurredreceived resolutions of each Dutch Loan Party, UK Loan Party and U.S. Loan Party authorizing this Amendment and the other Loan Documents to which such Person is a party executed in connection with this Amendment. (e) The making Administrative Agent or Collateral Agent, as applicable, shall have received each of the Loans agreements, instruments and other documents (each in form and substance reasonably acceptable to the issuance of Administrative Agent or Collateral Agent, as applicable) set forth on Annex IV to Amendment No. 7, other than the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lendersitems listed on Annex III attached hereto. (f) No action, proceeding, investigation, regulation or legislation The Administrative Agent shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation received a copy of the transactions contemplated hereby or thereby or whichaddendum to the existing engagement letter between FTI Consulting and the Company setting forth the scope of the Strategic Review, in form and substance reasonably satisfactory to the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of August 9, 2017 among the Company, the Initial Borrower, Bank of America and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, (ii) an amendment fee shall have been completed and there shall be an absence received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on August 9, 2017 for the account of any legal or regulatory prohibitions or restrictions in respect such Lender, equal to 0.50% (50 bps) multiplied by each such Lender’s Commitments as of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality date hereof and (iii) all other fees and expenses of the provisions Administrative Agent (including the fees and expenses of counsel and the financial advisor to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the last paragraph Credit Agreement and for which invoices have been presented on or before the date that is one day prior to the date hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of Section 10.3 of the Existing Credit Agreement, accounts for such fees and expenses). For purposes of determining compliance with the conditions specified set forth in this Section 24, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a such Lender unless the Administrative Agent shall have received notice noticed from such Lender prior to the Amendment Effective Date date hereof specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the amendments contained herein, waivers provided in Section 3 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Company, the Borrower, each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf); (b) The Administrative Agent shall have received a copy of an amendment to each other outstanding Transaction Facility, in each case, in the following form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies:Agent; and (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as The Company shall have paid any fees required to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect be paid on the Amendment Effective Date certified date hereof pursuant to that certain Fee Letter dated as of May 3, 2017 by and among the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence Company, Bank of America, N.A., and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan PartiesLynch, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇Pierce, ▇▇▇▇▇▇ ▇& ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPIncorporated; (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on May 5, counsel 2017 for the Loan Parties (who may rely on the opinions account of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable Lender, paid to the Administrative Agent), dated the Amendment Effective Date, equal to 0.25% (25 bps) multiplied by each such Lender’s Outstanding Amount as of such date; and (Biii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house all other fees and expenses of the Administrative Agent (including the fees and expenses of counsel for to the Loan Parties, Administrative Agent) to the extent due and in her capacity as Assistant General Counsel payable under Section 10.04(a) of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and for which invoices have been presented a reasonable period of time prior to the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender effectiveness hereof shall have received, been paid in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. full (c) The Borrower shall have paid all which fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Documentmay be estimated to date without prejudice to final settling of accounts for such fees and expenses). (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, The effectiveness of this Amendment and the related amendments contained herein, shall not be effective until to the Credit Agreement herein provided are each subject to the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as of such satisfaction, the “Amendment No. 12 Effective Date”): (a) The the Administrative Agent shall have received each of the following received, in form and substance satisfactory reasonably acceptable to the Administrative Agent, counterparts of this Amendment, duly executed by each Credit Party, the Administrative Agent and the Required Lenders; (b) each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 35 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)); (iic) A certificate dated immediately after giving effect to this Amendment, as of the Amendment No. 12 Effective Date Date, no Default or Event of Default shall have occurred and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendmentbe continuing; (Bd) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act Administrative Agent, on behalf of each Loan Party for purposes of Lender approving this Amendment by submission of a signature page hereto (without conditions or escrow) at or prior to 1:00 p.m. New York time on April 9, 2021 (each, a “Consenting Lender”), shall have received a fee equal to 0.20% of the aggregate principal amount of the outstanding Term Loans and the other Loan Documents and the true signatures Revolving Commitments (whether or not utilized) of such officers, on which the Administrative Agent and each Lender may conclusively rely; all Consenting Lenders (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in calculated immediately after giving effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing prepayment of each Loan Party Term Loans described in each state where organized or qualified clause (f) below), such fee to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on be for the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Partiesratable account of, and this Amendment signed paid by the Administrative Agent and ratably to, each Consenting Lender; (ive) A written opinion the Administrative Agent shall have confirmation that all other fees payable by any Credit Party under this Amendment, under the Credit Agreement and under any engagement, commitment or fee letter with respect to this Amendment, and all reasonable and documented out-of-pocket fees and expenses required to be paid by any Credit Party on or before the Amendment No. 12 Effective Date in accordance with and subject to the limitations in Section 11.2 of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPthe Credit Agreement, have been paid, including the reasonable and documented out-of-pocket fees and expenses of counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering to the extent invoiced prior to the date hereof (without prejudice to final settling of accounts for such matters concerning the Loan Parties fees and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable resultsexpenses); and (vif) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on made, or before substantially concurrently with the Amendment No. 12 Effective Date as required by this Amendment or any other shall make, a voluntary prepayment of Term Loan Document. (d) Since September 30A in an aggregate principal amount of not less than $20,000,000, 2021, no Material Adverse Change which prepayment shall have occurred. (e) The making be applied ratably to the outstanding Term Loan A of the Loans Lenders and shall be applied to the issuance final principal repayment installment of the Letters of Credit shall not contravene any Law applicable Term Loan A due on the Term Loan A Maturity Date pursuant to any Loan Party or any Section 2.6(c) of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting Notwithstanding anything to the generality of the provisions of the last paragraph of Section 10.3 of contrary herein or in the Existing Credit Agreement, for purposes any prior notice required pursuant to Section 2.11(a) of determining compliance the Existing Credit Agreement with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior respect to the Amendment Effective Date specifying its objection theretoprepayment described in clause (f) above is hereby waived.

Effectiveness; Conditions Precedent. This Amendment, Amendment and the amendments contained herein, to the Credit Agreement provided in Sections 1 and 2 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received each counterparts of the following in form and substance satisfactory to the Administrative 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, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, duly executed by the Amended Credit Agreement Company, each Borrower, each Guarantor, the Collateral Agent and the Required Lenders, which counterparts may be delivered by facsimile or other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; electronic means (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent e.g. “.pdf” or any Lender from time to time“.tif”). (b) The Administrative Agent and each Lender shall have received, received a draft of the Letter of Credit to be issued pursuant to Section 4.02(g)(i)(C) of the Credit Agreement (as amended hereby) (the “CA Letter of Credit”) in form and substance acceptable reasonably satisfactory to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAgent. (ci) The Borrower An amendment fee shall have paid been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on February 9, 2018 for the account of such Lender, equal to 0.15%, multiplied by each such Lender’s Commitments as of the date hereof and (ii) all other fees and expenses of the Administrative Agent (including the fees and expenses of counsel and the financial advisor to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of date that is one day prior to the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation date hereof shall have been instituted, threatened or proposed before any court, governmental agency or legislative body paid in full (which fees and expenses may be estimated to enjoin, restrain or prohibit, or date without prejudice to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation final settling of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals accounts for such fees and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreementexpenses). Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for For purposes of determining compliance with the conditions specified set forth in this Section 23, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a such Lender unless the Administrative Agent shall have received notice noticed from such Lender prior to the Amendment Effective Date date hereof specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, Amendment and the amendments contained hereinto the Credit Agreement and Subsidiary Guaranty provided in Sections 1, 2 and 3 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Company, each Borrower, each Guarantor, the Collateral Agent and the Required Lenders, which counterparts may be delivered by facsimile or other electronic means (e.g. “.pdf” or “.tif”). (b) The Administrative Agent shall have received a copy of an amendment to the following Existing 2012 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the requisite parties thereto. (c) The Administrative Agent shall have received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which, in respect of the 2012 Note Purchase Agreement, shall include an extension of the maturity date of all the Series A Notes (as defined in the 2012 Note Purchase Agreement) to no earlier than June 18, 2018 (or to an earlier date, as long as the Company has the sole right to cause a further extension of such maturity date to no earlier than June 18, 2018), and, in each case, shall be in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the requisite parties thereto. (d) The Administrative Agent shall have received copies of the Hydra Merger Documentation in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received copies of the Hydra Commitment Letters, which shall be in form and substance reasonably satisfactory to the Administrative Agent and, without limiting the foregoing, shall provide commitments sufficient to, and each require use of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: proceeds thereof to, (i) a certificate repay the unpaid principal amount of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each outstanding Loans and all interest and other amounts owing or payable under the Loan Party in connection with this Amendment Documents, and the any other Loan Documents executed and delivered in connection with this Amendment; Obligations, (B) all Indebtedness (including principal, interest and other amounts) outstanding under the names of the officer or officers authorized to sign this Amendment Existing 2013 Revolving Credit Agreement and the other Loan Documents Existing 2015 Revolving Credit Agreement, and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporationall outstanding NPA Notes and all interest and other amounts owing or payable under the Note Purchase Agreements, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized case, in cash in full (other than contingent indemnification obligations for which no claim has been made), (ii) Cash Collateralize or qualified to do business; and replace all outstanding L/C Obligations (D) copies of its bylawsas defined in the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement), partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes repay all Existing Moon Debt (as defined in the Combination Agreement) in full in cash (provided that up to the extent requested by $100,000,000 of projected cash in hand available to ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ International, Inc. on the closing date for the Hydra Transaction may be taken into account when determining whether sufficient commitments have been provided to repay all Existing Moon Debt) and (iv) replace, as necessary, all Bilateral LOC Credit Facilities (as defined in the Intercreditor Agreement). (f) The Administrative Agent shall have received, with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPInternational, counsel for the Loan Parties Inc., (who may rely on the opinions of such other counsel i) a quarterly integrated financial model with project level detail, (ii) project review information, (iii) current work in progress schedule and certificates (iv) information regarding its sales pipeline. (g) The Administrative Agent shall have received a summary of the Loan Parties’ in-house counsel as may be reasonably acceptable provisions in the Hydra Transaction Documentation relating to conditions to closing, termination events, termination fees and the definition of “Material Adverse Effect”, for distribution to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective DateLenders, in form and substance satisfactory to it. (h) The Administrative Agent shall have received resolutions of each caseDutch Loan Party, covering such matters concerning the UK Loan Parties Party and U.S. Loan Party authorizing this Amendment, the Amended Credit Agreement Amendment and the other Loan Documents to which such Person is a party executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request;Amendment. (vi) lien searches in acceptable scope (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of December 18, 2017 among the Company and with acceptable results; and Bank of America, N.A., (viii) such other information and documentation as may reasonably be requested an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on December 18, 2017 for the account of such Lender, equal to the greater of (x) 0.20% and (y) the amendment fee (or similar) payable to each holder of the NPA Notes as consideration for its entry into the NPA Amendments (calculated as a percentage of the principal amount of such holder’s outstanding NPA Notes and excluding any Lender from time fee paid to time. extend the maturity of the Series A Notes (bas defined in the 2012 Note Purchase Agreement)), in either case, multiplied by each such Lender’s Outstanding Amount of Loans as of the date hereof and (iii) The all other fees and expenses of the Administrative Agent (including the fees and each Lender shall have received, in form expenses of counsel and substance acceptable the financial advisor to the Administrative Agent Agent) to the extent due and each Lender such documentation payable under Section 10.04(a) of the Credit Agreement and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall for which invoices have paid all fees and expenses payable been presented on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of date that is one day prior to the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation date hereof shall have been instituted, threatened or proposed before any court, governmental agency or legislative body paid in full (which fees and expenses may be estimated to enjoin, restrain or prohibit, or date without prejudice to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation final settling of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals accounts for such fees and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreementexpenses). Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for For purposes of determining compliance with the conditions specified set forth in this Section 24, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a such Lender unless the Administrative Agent shall have received notice noticed from such Lender prior to the Amendment Effective Date date hereof specifying its objection thereto.

Effectiveness; Conditions Precedent. (a) This AmendmentAgreement, including the increased Tranche D Commitments, the Tranche C+ Commitments and the amendments contained hereinconversion of the Exchanged Series C Shares to Tranche B Loans, shall not be become effective until on the satisfaction of first date on which each of the following conditions precedent have been satisfied or waived (the date the following conditions precedent are satisfied being referred to as such date, the “Sixteenth Amendment Effective Date”): (ai) This Agreement shall have been executed on the Signing Date by the Administrative Agent, the Loan Parties and the Signatory Lenders (such execution not to be unreasonably delayed or waived) and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties hereto. (ii) Borrower has arranged for payment on the Sixteenth Amendment Effective Date of all reasonable and documented out-of-pocket fees and expenses then due and payable pursuant to the Financing Documents and the funds flow memorandum delivered pursuant to clause (ix) below. (iii) Each of the Vitol RCF Agreement, the Vitol S&O Agreement, and the Intercreditor Agreement shall have been executed on the Signing Date by all parties thereto and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties thereto. (iv) The Administrative Agent shall have received each a copy of a direct agreement in respect of the following Vitol S&O Agreement, in form and substance reasonably satisfactory to the Administrative Agent. |US-DOCS\147873560.21|| (v) The Administrative Agent shall have received an opinion of ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent, the Lenders and ▇▇▇▇▇ (as administrative agent and collateral agent under the Vitol RCF Agreement) and dated as of the Signing Date, in form and substance satisfactory to the Administrative Agent and ▇▇▇▇▇ (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (vi) The Administrative Agent shall have received copies of UCC, judgment lien, tax lien and litigation lien search reports, which reports will be dated a recent date reasonably acceptable to the Administrative Agent listing all effective financing statements that name Sponsor, SusOils, Holdings, Borrower or Project Company, in each case as debtor, and that are filed in the jurisdictions in which the UCC-1 financing statements will be filed in respect of the Collateral, none of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies:cover the Collateral except to the extent evidencing Permitted Liens. (ivii) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or The Administrative Agent shall have received an Assistant Secretary executed copy of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary deliverables listed in Section 2.2 of any such Loan Party)the Transaction Agreement, certifying as appropriate as to:in each case in form and substance reasonably satisfactory to the Administrative Agent. (Aviii) all action taken by each Loan Party in connection with this Amendment The Administrative Agent and the other Loan Documents Lenders shall have received an executed and delivered in connection with this Amendment;copy of a Borrowing Request for Tranche D Loans for funding on or about the Sixteenth Amendment Effective Date. (Bix) Borrower shall have delivered to the names Administrative Agent a funds flow memorandum detailing the proposed flow, and use, of the officer or officers authorized Loan proceeds, in form and substance reasonably satisfactory to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021Vitol. (iiix) This AmendmentEach other condition in Section 4.03 of the Credit Agreement, Notes other than Sections 4.03(a), (b) and (i) thereto, shall have been satisfied in accordance with the terms of the Credit Agreement. (b) The obligation of each Tranche D Lender with any unfunded Tranche D Commitments to make Tranche D Loans in the extent requested by amount set forth next to such ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer ’s name on Exhibit A attached hereto under the caption “Total Unfunded Tranche D Commitments” shall become effective on the first date on which each of the Loan Partiesfollowing conditions have been satisfied or waived (each such date, and this a “Post-16th Amendment signed by the Administrative Agent and each Lender;Funding Date”): (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (bi) The Administrative Agent and each Lender the Lenders shall have receivedreceived an executed copy of a Borrowing Request for Tranche D Loans. (ii) Borrower shall have delivered to the Administrative Agent a funds flow memorandum detailing the proposed flow, and use, of the Loan proceeds, in form and substance acceptable reasonably satisfactory to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActVitol. (ciii) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any Each other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making condition in Section 4.03 of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. Agreement, other than Sections 4.03(a) through (fb) No actionthereto, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages satisfied in respect of, this Amendment, accordance with the Amended Credit Agreement or the other Loan Documents or the consummation terms of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, and the amendments contained herein, Amendment shall not be effective until the satisfaction of each of the following conditions precedent (on the date on which all the following conditions precedent are set forth in this Section 4 have been satisfied being referred to as (such date, the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received each of the following in form and substance satisfactory to receipt by the Administrative Agent and of executed counterparts of this Amendment, each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken executed by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (ivb) A written opinion of the Administrative Agent and the Lenders shall have received (Ai) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable at least five Business Days prior to the Administrative Agent), dated the Third Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such all documentation and other information requested in connection with that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act.Act and (ii) at least five Business Days prior to the Third Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (c) The the Administrative Agent and the Lenders shall have received all accrued fees and expenses required to be paid on the Third Amendment Effective Date; and (d) the Borrower shall have paid all fees fees, charges and expenses payable on or before disbursements of counsel to the Amendment Effective Date as required Administrative Agent (directly to such counsel if requested by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion) to the extent invoiced prior to or on the Third Amendment Effective Date, would make it inadvisable to consummate the transactions contemplated by this Amendmentplus such additional amounts of such fees, the Amended Credit Agreement or any charges and disbursements as shall constitute its reasonable estimate of the other Loan Documents. (g) All regulatory approvals such fees, charges and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted disbursements incurred or to be satisfied with, each document or other matter required thereunder to be consented to or approved incurred by or acceptable or satisfactory to it through the closing proceedings (provided that such estimate shall not thereafter preclude a Lender unless final settling of accounts between the Borrower and the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection theretoAgent).

Effectiveness; Conditions Precedent. This Amendment, and the The amendments contained herein, herein shall not only be effective until upon the satisfaction or waiver of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as of satisfaction or waiver, the “Amendment No. 8 Effective Date”): (a) The the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent: (i) counterparts of this Amendment executed by the Loan Parties and the Required Lenders; (ii) a copy of a duly executed Tranche A Last Out Facility Commitment Letter, in form and substance satisfactory to the Administrative Agent, pursuant to which Tranche A Last Out Facility Commitment Letter (A) the lenders thereunder shall be committed to extend $30,000,000 in immediately available funds, net of any fees, interests, expenses and other amounts to be paid by the Borrower or its Subsidiaries in connection therewith, (B) the obligations in connection thereto shall be subordinated on terms satisfactory to the Administrative Agent, (C) the conditions to fund shall be on terms satisfactory to the Administrative Agent, (D) the lender with respect thereto shall waive voting and information rights in a manner satisfactory to the Administrative Agent and (E) the lender with respect thereto shall waive certain rights in connection with proceedings related to any Loan Party under any Debtor Relief Law in a manner satisfactory to the Administrative Agent. (iii) a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 8 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist, or would result from the occurrence of the Amendment No. 8 Effective Date and (C) that since December 31, 2017, there have not occurred any facts, circumstances, changes, developments or events which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect; (iv) satisfactory opinions of each of Loan Parties’ counsels regarding due execution, enforceability and non-contravention of law, in form and substance satisfactory to the Administrative Agent (and each of consistent in scope with the prior opinion delivered by the Loan Parties’ counsel to the Administrative Agent in connection with Amendment No. 6, which (unless otherwise specified) opinions shall be original copies or telecopies promptly followed by original copies:also retroactively cover the above described scope with respect to Amendment No. 7); and (iv) a certificate of the Borrowersolvency certificate, dated the Amendment Effective Date and signed executed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized a Responsible Officer of the Borrower certifying, on behalf of itself in form and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be substance reasonably acceptable to the Administrative Agent), dated which, among other things, shall certify that the Amendment Effective DateBorrower will be Solvent as of the date hereof and after giving effect to each of the consummation of the Orion Sale and the Project Burn Sale, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, individually and in her capacity as Assistant General Counsel of NJR Service Corporationthe aggregate, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to timeon a pro forma basis. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such on account of each Lender prior that consents to this Amendment, the Amendment Effective Date specifying its objection theretoFees. (c) without prejudice to, or limiting the Borrower’s obligations under, Section 10.04 (

Effectiveness; Conditions Precedent. This Amendment, Amendment and the amendments contained hereinto the Credit Agreement and Exhibits and the waivers to the Credit Agreement provided in Sections 1, 2 and 3 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (precedent: a. the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”): (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed by each Borrower, the Administrative Agent, and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf); b. the Administrative Agent shall have received executed copies of any amendments and/or waivers to the following Permitted Notes Documents, which such amendments and/or waivers shall be in form and substance reasonably satisfactory to the Administrative Agent and each which shall not contain any provisions or amendments which relate to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which (unless otherwise specified) shall be original copies is to subject the Company or telecopies promptly followed by original copies: any of its Subsidiaries to any more onerous or more restrictive provisions; and c. both (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed consent fee shall have been received by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties account of each Lender executing this Amendment by 5:00 p.m. (who may rely New York, New York time) on March 3, 2014 equal to seven and one-half basis points (7.5 “bps”) multiplied by each such Lender’s Commitment immediately prior to the opinions effective date of such this Amendment, and (ii) all other counsel fees and certificates expenses of the Loan Parties’ in-house Administrative Agent (including the fees and expenses of counsel as may be reasonably acceptable to the Administrative Agent), dated ) to the Amendment Effective Date, extent due and (Bpayable under Section 10.04(a) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for of the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and for which invoices have been presented a reasonable period of time prior to the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender effectiveness hereof shall have received, been paid in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. full (c) The Borrower shall have paid all which fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Documentmay be estimated to date without prejudice to final settling of accounts for such fees and expenses). (d) Since September 30, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the amendments contained herein, waiver provided in Section 3 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received each counterparts of the following in form and substance satisfactory to the Administrative 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, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, duly executed by the Amended Credit Agreement Company, each Borrower, each Guarantor, the Collateral Agent and the Required Lenders, which counterparts may be delivered by facsimile or other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; electronic means (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent e.g. “.pdf” or any Lender from time to time“.tif”). (b) The Administrative Agent and each Lender shall have receivedreceived a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Credit Agreement, in each case, in the form previously provided to it and in form and substance acceptable reasonably satisfactory to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulationsAgent, including duly executed by the USA PATRIOT Actrequisite parties thereto. (c) The Borrower Administrative Agent shall have paid all fees received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which shall include a waiver of the NPA Note Defaults, in each case, in the form previously provided to it and expenses payable on or before in form and substance reasonably satisfactory to the Amendment Effective Date as required Administrative Agent, duly executed by this Amendment or any other Loan Documentthe requisite parties thereto. (d) Since September 30, 2021, no Material Adverse Change The Administrative Agent shall have occurredreceived resolutions of each Dutch Loan Party, UK Loan Party and U.S. Loan Party authorizing this Amendment and the other Loan Documents to which such Person is a party executed in connection with this Amendment. (e) The making Administrative Agent or Collateral Agent, as applicable, shall have received each of the Loans agreements, instruments and other documents (each in form and substance reasonably acceptable to the issuance of Administrative Agent or Collateral Agent, as applicable) set forth on Annex IV to Amendment No. 4, other than the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lendersitems listed on Annex III attached hereto. (f) No action, proceeding, investigation, regulation or legislation The Administrative Agent shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation received a copy of the transactions contemplated hereby or thereby or whichaddendum to the existing engagement letter between FTI Consulting and the Company setting forth the scope of the Strategic Review, in form and substance reasonably satisfactory to the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of August 9, 2017 among the Company, the Initial Borrower, Bank of America and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, (ii) an amendment fee shall have been completed and there shall be an absence received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on August 9, 2017 for the account of any legal or regulatory prohibitions or restrictions in respect such Lender, equal to 0.50% (50 bps) multiplied by each such Lender’s Commitments as of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality date hereof and (iii) all other fees and expenses of the provisions Administrative Agent (including the fees and expenses of counsel and the financial advisor to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the last paragraph Credit Agreement and for which invoices have been presented on or before the date that is one day prior to the date hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of Section 10.3 of the Existing Credit Agreement, accounts for such fees and expenses). For purposes of determining compliance with the conditions specified set forth in this Section 24, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a such Lender unless the Administrative Agent shall have received notice noticed from such Lender prior to the Amendment Effective Date date hereof specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, and Amendment shall become effective at the amendments contained herein, shall not be effective until time (the satisfaction of “Amendment No. 2 Effective Date”) when each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):has been satisfied: (a) The Administrative Agent shall have received each counterparts of this Amendment, duly executed by the following in form and substance satisfactory to Borrower, the Administrative Agent and each of the Lenders, which (unless otherwise specified) shall counterparts may be original copies or telecopies promptly followed delivered by original copies: (i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer telecopy or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; electronic means (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Partyincluding .pdf), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and All fees required to be paid pursuant to those certain letter agreements, each Lender dated as of December 22, 2022, shall have received, in form and substance acceptable been paid. (c) All expenses payable to the Administrative Agent (including the fees and each expenses of a single counsel to the Administrative Agent) to the extent due and payable under Section 10.04(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 been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) Upon the reasonable request of any Lender or Additional Lender providing the Increased Commitments pursuant to Section 2.13 of the Credit Agreement, made at least five days prior to the Amendment No. 2 Effective Date, the Borrower shall have provided to such Lender or Additional Lender, as applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. (d) Since September 30including, 2021, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendmentwithout limitation, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or whichAct, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender case at least two days prior to the Amendment No. 2 Effective Date specifying its objection theretoand (y) at least two days prior to the Amendment No. 2 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, to each Lender that so requests a Beneficial Ownership Certification.

Effectiveness; Conditions Precedent. This Amendment, Amendment and the amendments contained herein, to the Credit Agreement and the Subsidiary Guaranty provided in Sections 1 and 2 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received each counterparts of the following in form and substance satisfactory to the Administrative 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, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, duly executed by the Amended Credit Agreement Company, each Borrower, each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; electronic means (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to timeincluding .pdf). (b) The Administrative Agent and each Lender shall have receivedreceived a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Agreement, in each case, in the form previously provided to it and in form and substance acceptable reasonably satisfactory to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAgent. (c) The Borrower Administrative Agent shall have paid all fees received the Intercreditor Agreement, in form and expenses payable on or before substance reasonably satisfactory to the Amendment Effective Date as required Administrative Agent, duly executed by this Amendment or any other Loan Documentthe parties thereto. (d) Since September 30, 2021, no Material Adverse Change The Administrative Agent shall have occurredreceived resolutions of each U.S. Loan Party authorizing this Amendment and the other Loan Documents to which such U.S. Loan Party is a party executed in connection with this Amendment. (e) The making of Collateral Agent shall have received a short form U.S. security agreement, in form and substance reasonably satisfactory to the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Collateral Agent, duly executed by each U.S. Loan Party (the “Short Form U.S. Security Agreement”), together with: (i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the U.S. Security Agreement that can be perfected by filing a UCC-1 financing statement, covering the Collateral described in the Short Form U.S. Security Agreement; and (ii) copies of UCC lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any of the LendersU.S. Loan Party as debtor and that are filed in those state jurisdictions in which any U.S. Loan Party is organized. (f) No actionThe Company shall have paid (i) any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of May 24, proceeding, investigation, regulation or legislation 2017 between the Company and the Administrative Agent and (ii) all other fees and expenses of the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to 89826200_5 the effectiveness hereof shall have been instituted, threatened or proposed before any court, governmental agency or legislative body paid in full (which fees and expenses may be estimated to enjoin, restrain or prohibit, or date without prejudice to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation final settling of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documentsaccounts for such fees and expenses). (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the amendments contained herein, waiver provided in Section 3 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received each counterparts of this Amendment, duly executed by the following in form and substance satisfactory to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) a certificate of Company, the Borrower, dated each Guarantor, the Amendment Effective Date Collateral Agent and signed the Required Lenders, which counterparts may be delivered by the Chief Executive Officer, President, Chief Financial Officer, Treasurer facsimile or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; electronic means (ii) A certificate dated the Amendment Effective Date and signed by the Secretary e.g. “.pdf” or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party“.tif”), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have receivedreceived a copy of an amendment to the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement, in each case, in the form previously provided to it and in form and substance acceptable reasonably satisfactory to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulationsAgent, including duly executed by the USA PATRIOT Actrequisite parties thereto. (c) The Borrower Administrative Agent shall have paid all fees received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which shall include a waiver of the NPA Note Defaults, in each case, in the form previously provided to it and expenses payable on or before in form and substance reasonably satisfactory to the Amendment Effective Date as required Administrative Agent, duly executed by this Amendment or any other Loan Documentthe requisite parties thereto. (d) Since September 30, 2021, no Material Adverse Change The Administrative Agent shall have occurredreceived resolutions of each Dutch Loan Party, UK Loan Party and U.S. Loan Party authorizing this Amendment and the other Loan Documents to which such Person is a party executed in connection with this Amendment. (e) The making Administrative Agent or Collateral Agent, as applicable, shall have received each of the Loans agreements, instruments and other documents (each in form and substance reasonably acceptable to the issuance of Administrative Agent or Collateral Agent, as applicable) set forth on Annex IV to Amendment No. 4, other than the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lendersitems listed on Annex III attached hereto. (f) No action, proceeding, investigation, regulation or legislation The Administrative Agent shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation received a copy of the transactions contemplated hereby or thereby or whichaddendum to the existing engagement letter between FTI Consulting and the Company setting forth the scope of the Strategic Review, in form and substance reasonably satisfactory to the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents. (g) All regulatory approvals (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of August 9, 2017 among the Company, the Initial Borrower, Bank of America and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, (ii) an amendment fee shall have been completed and there shall be an absence received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on August 9, 2017 for the account of any legal or regulatory prohibitions or restrictions in respect such Lender, equal to 0.50% (50 bps) multiplied by each such Lender’s outstanding Loans as of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality date hereof and (iii) all other fees and expenses of the provisions Administrative Agent (including the fees and expenses of counsel and the financial advisor to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the last paragraph Credit Agreement and for which invoices have been presented on or before the date that is one day prior to the date hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of Section 10.3 of the Existing Credit Agreement, accounts for such fees and expenses). For purposes of determining compliance with the conditions specified set forth in this Section 24, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a such Lender unless the Administrative Agent shall have received notice noticed from such Lender prior to the Amendment Effective Date date hereof specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment, Amendment and the amendments contained herein, to the Credit Agreement and the Subsidiary Guaranty provided in Sections 1 and 2 hereof shall not be effective until as of the date first written above upon the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):precedent: (a) The Administrative Agent shall have received each counterparts of the following in form and substance satisfactory to the Administrative 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, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment; (B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; (C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021. (iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender; (iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, duly executed by the Amended Credit Agreement Company, each Borrower, each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; electronic means (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to timeincluding .pdf). (b) The Administrative Agent and each Lender shall have receivedreceived a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Agreement, in each case, in the form previously provided to it and in form and substance acceptable reasonably satisfactory to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAgent. (c) The Borrower Administrative Agent shall have paid all fees received the Intercreditor Agreement, in form and expenses payable on or before substance reasonably satisfactory to the Amendment Effective Date as required Administrative Agent, duly executed by this Amendment or any other Loan Documentthe parties thereto. (d) Since September 30, 2021, no Material Adverse Change The Administrative Agent shall have occurredreceived resolutions of each U.S. Loan Party authorizing this Amendment and the other Loan Documents to which such U.S. Loan Party is a party executed in connection with this Amendment. (e) The making of Collateral Agent shall have received a short form U.S. security agreement, in form and substance reasonably satisfactory to the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Collateral Agent, duly executed by each U.S. Loan Party (the “Short Form U.S. Security Agreement”), together with: (i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the U.S. Security Agreement that can be perfected by filing a UCC-1 financing statement, covering the Collateral described in the Short Form U.S. Security Agreement; and (ii) copies of UCC lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any of the LendersU.S. Loan Party as debtor and that are filed in those state jurisdictions in which any U.S. Loan Party is organized. (f) No actionThe Company shall have paid (i) any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of May 24, proceeding, investigation, regulation or legislation 2017 between the Company and the Administrative Agent and (ii) all other fees and expenses of the Administrative Agent (including the fees and expenses 89824930_3 of counsel to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been instituted, threatened or proposed before any court, governmental agency or legislative body paid in full (which fees and expenses may be estimated to enjoin, restrain or prohibit, or date without prejudice to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation final settling of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documentsaccounts for such fees and expenses). (g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.